SUPPLIER MANUAL FOR TBM - Batesville Tool & Die de Proveedores de TBM 2012 Rev 4.pdfTBM requires Level 3 PPAP and IMDS submission from their Suppliers unless otherwise stated. TBM

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SUPPLIER MANUAL

FOR TBM

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Updates made to this TBM Supplier Manual, are effective beginning from

January 1st 2016

This manual has changed completely. Please read this manual carefully, in order to

identify changes made. Supplier is responsible for all requirements included, please

make sure all people related to this manual has a written copy at hand.

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TROQUELADORA BATESVILLE DE MEXICO (TBM) Supplier Handbook

Introduction

TBM has developed this handbook to communicate terms, conditions and requirements

to our supplier base. The handbook is available to all of our suppliers and is referenced

on every TBM P.O. as part of the sales agreement. Updates will be made as needed. The

most recent revision date will appear at the bottom of each page. Revisions apply to all

open purchase orders.

All issues and concerns should be communicated to the TBM Purchasing Manager, Quality

Manager, or to the appropriate TBM Buyer. The TBM Supplier Handbook should be

handled as a confidential document and should not be shared with any other customers.

Supplier Responsibilities and Requirements

Troqueladora Batesville de Mexico, S. de R. L. de C. V. is dedicated to delivering the

highest quality parts to our customers at the most cost competitive price. Every part

delivered to TBM must conform to the customer specifications.

Note: The following requirements are listed in two groupings: Production

Suppliers and MRO Suppliers.

All Production (metal, purchased parts, and outside service) suppliers to

Troqueladora Batesville de Mexico are required to:

• Provide 100% good quality product and service to TBM upon acceptance of each

order.

• Have 100% on time delivery.

• Have lot traceability.

• Move product in a first in, first out manner (FIFO).

• Insure that materials used in part manufacture meet existing governmental and

Safety regulations on restricted, toxic, and hazardous materials and any

environmental, electrical, and electromagnetic constraints that may exist in the

country where the material is being sold and manufactured.

• ©Submit SDS (Safety Data Sheets) on any chemical or substance supplied to

Troqueladora Batesville de Mexico.

• ©Parts are not be distorted in any way.

• ©All clean and deburr parts must have a minimum of 30 day Rust Inhibitor and

be dry to touch unless otherwise specified on the customer print or PO or other

specifications.

• Permit Troqueladora Batesville de Mexico personnel or TBM customer to visit the

supplier facility, upon verbal notification at any time, to verify production method

of parts or products. Visit by TBM or our customer does not absolve supplier of

quality requirements.

• Submit "certificates of insurance" showing proof of insurance and workman's

compensation coverage.

• Implement a documented disaster recovery plan in case of tire, tornado, etc.

• Submit all metal pricing (on new quotes) by referencing the "TBM Material Award

Memo" dated for current year.

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• ©Submit Level 3 PPAP and IMDS on all new jobs. (email to:

[email protected])

• Provide or show plans to provide bar code labels on all products delivered to TBM,

unless otherwise directed by TBM Purchasing or Quality Associate.

• Label, count, and package all parts to TBM specifications.

• Calibration system in place for scales a minimum of 2 times per year.

• Maintain a system that must be Certified to IATF-16949, or plans to be certified.

• Work toward a "Preferred Supplier" status.

• Notify appropriate TBM Buyer of ANY process changes per AIAG PPAP manual,

and get prior approval if deemed necessary.

• Provide technical support on all parts or products supplied to TBM.

• Provide immediate response on any defect or quality issues.

• Adhere to all guidelines, rules, and regulations of the TBM supplier handbook.

• Provide part certification, at Supplier's expense, by an accredited lab on all parts

you are awarded.

• Provide small lot pilots, pre-pilots, and trial lots, to production at production cost.

• Supplier must support end of program requirements at productions prices and

quantities relating to TBM needs.

• Continue to supply service parts requirements at production part prices for ten

years after production part obsolescence.

• Respond on rejected material within 7 days after being notified by TBM. (If the

Metal Supplier does not respond within 7 days after notification from TBM the

material is scrapped at the Supplier's expense).

• Be responsible for all charges (including express charges) incurred due to Supplier

being behind or due to Supplier Quality rejects.

• Comply to all standard skid sizes requested by TBM.

• Material must produce an acceptable product, (which means that it is fit for

Customer's application.)

• All Suppliers must sign a confidentiality statement.

• All Suppliers should quote product and services according to section # 5 of this

handbook.

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All MRO suppliers are required to:

• Provide 100% good quality product and service to TBM upon acceptance of each

order.

• Have 100% on time delivery.

• Insure that materials used in part manufacture meet existing governmental and

safety regulations on restricted, toxic, and hazardous materials and any

environmental, electrical and electromagnetic constraints that may exist in the

country where the material is being sold and manufactured.

• Submit SDS (Safety Data Sheets) on any chemical or substance supplied to


• Permit Troqueladora Batesville de Mexico personnel or TBM customer to visit the

supplier facility, at any time, upon verbal notification, to verify production method

of parts or products. Visit by TBM or our customer does not absolve supplier of

quality requirements.

• Submit "certificates of insurance" showing proof of insurance and workman's

compensation coverage.

• Implement a documented disaster recovery plan in case of fire, tornado, etc.

• Provide technical support on all parts or products supplied to TBM.

• Adhere to guidelines, rules, and regulations of the TBM supplier handbook.

• © Basic Understanding and Compliance to TBM Standards and Principles.

• All Suppliers must sign a confidentiality statement.

• Comply with terms and conditions listed in Sec 11. (Terms and Conditions)

_______________________________ _____________________________

TBM Purchasing Manager TBM Quality Manager

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TROQUELADORA BATESVILLE DE MEXICO (TBM)

Supplier Handbook

Table of Contents

Subject Section

Introduction

Table of Contents

Company Profile 1

Quality / Supplier Development 2

Inventory, Scheduling and Delivery 3

Direct Ship From Outside Suppliers 4

Quoting lnformation 5

Supplier Rating Process 6

TBM Packaging, Paperwork and Barcode Label Requirements 7

©ISO / TS / Environmental Requirements / Safety Requirements 8

Supplier Contacts 9

Price Increase Policy 10

Accounts Payable (terms & conditions, TBM Credentials) 11

TBM Required Forms 12

TBM Supplier Related Documents 13

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TROQUELADORA BATESVILLE DE MEXICO (TBM)

Policy Statement

Success Through Continuous Improvement

Comply with Requirements

Improve the Environment

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Troqueladora Batesville de Mexico Supplier Handbook

Quality / Supplier Development

This section of the Supplier Handbook identifies requirements for the following:

Production Process Approval:

1) Overview/Requirements for PPAP

2) Supplier Request for Process Approval

3) Nonconforming Product Traceability

4) Guidelines and Policies for "Sorts" by Suppliers

5) Supplier Quality Audits

6) Part Certification (Ship -to- Stock Flow Chart)

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Troqueladora Batesville de Mexico

Supplier Handbook

Production Process Approval

©1) Overview/Requirements TBM requires Level 3 PPAP and IMDS submission from their Suppliers unless otherwise stated. TBM suggest that all Suppliers obtain a copy of the AIAG PPAP Manual. PPAP Manual is available for a small fee and can be ordered through AIAG. Contact AIAG at 1-877-275-2424 or

www.aiag.org. PPAPs must comply with AIAG requirements. Test results must be from an A2LA

accredited lab or ISO/TS 16949 Certified Lab. When submitting a PPAP to TBM, make sure all documents are included and in order. All documentation must be included in a single packet (file - Adobe Acrobat) to be accepted and approved. All documentation in a PPAP packet should pertain to the job # being submitted. Only submit one job # per Adobe Acrobat file. Email to: [email protected]

©2) Supplier Request Process Approval The Supplier Request Process Approval is a method to track any changes a supplier needs to make regarding a part. The change may be related to a location change within the Company, a rework process approval, an engineering change, or any significant process change. Whenever a supplier recognizes that a change is needed, this document is used to communicate the change request and seek approval from TBM, see form and work instruction F-7.4.1.2i & I-7.4.2m in Section 12

and Section 13 for more details. Most requests result in indirect changes in other areas. For example, a change of location could result in shipments coming in to TBM without labels. This

document is used to minimize these types of situations. ©3) Nonconforming Product Traceability The supplier is responsible for assuming that TBM lot traceability is maintained throughout the supplier's facility. TBM uses the Barcode serial # from the Barcode Label to track the part from

start to finish. If nonconforming product is received by the supplier from TBM, it is the supplier's responsibility to contact the Troqueladora Batesville de Mexico Purchasing Buyer. Supplier MUST notify TBM SQT (Supplier Quality Technician) for a Hold Tag, so that product can be identified and dispositioned. If nonconforming product is produced by the supplier and it is discovered prior to shipment, it is the supplier's responsibility to contain all nonconforming product. It is the intent of Troqueladora

Batesville de Mexico to produce a product that meets our customer requirements and expectations every time. A product that is out of specification, or that is not packed in accordance with planned production methods, or labeled incorrectly, can cause expensive and unnecessary downtime. The supplier will be held financially accountable for expenses incurred due to not meeting

requirements.

Non-Conforming product should be placed in a different type container than what finished "Good" parts are packed in. (Ex. red tote). Dropped parts are to be scrapped, placed in a non-conforming container not to be used or considered good due to possible bent/damaged parts. We believe that through detailed planning, tracking, and process control, TBM and its supplier

base can continually work towards a zero defect status.

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Supplier handbook


© Nonconforming Product Traceability cont. © Suppliers have 24 hours from time of contact (phone and/or e-mail) by TBM to enact a containment plan if notified of non-conforming product found at TBM and/or at TBM's customer. Response is required in writing on a plan to quarantine all suspect product at ALL locations, part

disposition (sort, scrap, rework, etc...) and how good parts are going to be identified (stickers,

tags, paint marking etc...) coming into TBM. © When it does become necessary to so non-conforming product and trough investigation and analysis it is determined that the nonconformance originated from a particular supplier, that supplier is expected to bear the cost of that burden. The following is a set of guidelines that are used when nonconforming product has been found:

1st offense supplier can send in a sort facility by contacting the TBM SQT (Supplier

Quality Eng.). The SQE will have information on sort facility options in the area to sort the nonconforming product. Suppliers have the overall responsibility to find sorters and provide follow-up information to TBM SQE. When necessary the supplier will be notified to oversee the sort at TBM. 2nd offense supplier is to send in a representative from their facility to oversee the sort.

If time doesn't permit, Troqueladora Batesville reserves the right to s01t nonconforming product

and debit the supplier for sort charges. © Once sort has ended, the supplier has 24 hours to disposition (return, scrap, etc...) the nonconfo1ming parts. If not, TBM will either scrap or return the nonconforming parts at the supplier’s expense. If Troqueladora Batesville sorts, a sort charge of $28.50 per hour, per Associate, is debited to the

supplier. If a supplier sends representatives, the supplier's quality report only reflects that product that is found to be non-conforming. If Troqueladora Batesville sorts the product, the supplier's quality report reflects the entire amount of product that needs to be sorted. The need for sorting should be a rare requirement for supplier's product. When the need arises, we believe that quality feedback data can be gained by having members of the supplier's organization do the sorting. © If time allows for the parts to be sent back to the supplier, and the supplier requests this,

instead of sorting the parts at TBM, the total amount of parts sent back to the supplier will be counted against them. We highly encourage the supplier's interaction in these matters. Troqueladora Batesville may also require the supplier to share in, or assume other costs associated with nonconforming product. These additional costs include, but are not limited to, express freight

charges and TBM customer charge backs.

©4) Guidelines and Policies for "Sorts" by Suppliers In-house and at Customer's Facilities When it becomes necessary for a supplier to sort or rework components at TBM or at one of our customer's facilities, they must comply with all of the safety and procedural policies and guidelines established for that facility. The appropriate TBM Quality Associate will contact and work with our suppliers in organizing and relaying the criteria necessary to successfully complete the sorting or rework event in a timely manner. No parts, components, or material should be removed without

the authorization of the TBM Associate in charge of the event.

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Supplier handbook


Guidelines and Policies for "Sorts" by Suppliers

In-house and at Customer's Facilities

Cont.

TBM supplies or arranges to have all equipment and tools, necessary to perform and

complete the sort or rework event.

The supplier's personnel are expected to stay until an adequate number of parts or

components have been sorted or reworked to sustain production. Upon completion of

the sort or rework event, the parts or components must be clearly identified with tags

supplied by TBM personnel to signify that the parts or components have been completed.

Copies of the sort and hold tags are included in this Section 12.

The sorting team is required to clean up all trash, dunnage, and any excess material left

from the sorting or rework event. The supplier's personnel are required to coordinate

their work schedules with the TBM Associate in charge. Supplier's personnel cannot leave

the premises without notifying the responsible TBM Associate.

When supplier personnel are involved in a sorting or rework event, the particular facility's

dress, safety codes, and procedural guidelines must be strictly followed. Remember, we

are guests. The following stipulations are some standard guidelines to adhere to while

involved in a sort event:

1) No shorts or dresses.

2) No open toe shoes, sandals, high heels or tennis shoes (unless steel toe).

3) No torn jeans or tank tops.

4) No shirts or hats with inappropriate or offensive writing or logos.

5) Alcohol or drugs are not tolerated.

6) Appropriate personal protection equipment must be used.

7) Responsible TBM Associate must be aware of sorting or rework crew

whereabouts at all times during the event.

8) No smoking, except in designated areas outside the building is permitted.

©5) Supplier Quality Audit

TBM reserves the right to perform audits on suppliers at any time. It is TBM's

requirement to have all suppliers develop a quality system which is certified to IS0-

9001:2008, or IATF16949.

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Troqueladora Batesville de Mexico Supplier handbook

Scheduling and Delivery

Scheduling and Delivery All OSS Suppliers are expected to process parts within the lead days listed below. Troqueladora Batesville de Mexico also provides (where applicable) a daily "OSS Supplier Schedule". This schedule will list all known ship dates that are approaching within the next several days. This schedule will also assist suppliers in responding to unexpected rush orders, which may get moved

onto the schedule.

Suppliers should process parts in the following manner unless otherwise directed by the TBM Buyer: 1. Meet all of the requirements listed on the "OSS Supplier Ship Schedule" (If supplied). 2. Next, Process all parts in a "first in, first out" manner in accordance with the lead days listed below:

a) If batch sizes are too large to process all parts within the appropriate lead days, then the supplier is expected to run the maximum amount of parts possible each day until all parts are complete.

b) Satisfy all requirements in full container quantities if possible. Lead Days for Outside Service Supplier Delivery, Processes The Maximum process time for OSS delivery is as follows:

Assembly 4 Days Repack @ TBM 2 Days Deburr/Clean/Degrease **Outside 3 Days Passivate 3 Days

Dacro 4 Days E-Coat/Powder Coat/Oxide 4 Days

Heat Treat/ Anneal 4 Days Phosphate 3 Days Machine/Mill 4 Days Plate 3 Days Deburr & Plate 3 Days Nylon Coating 9 Days Electro Polish 6 Days

Geomet 5 Days Geomet 720 9 Days Metal Jacket 6 Days OSS Sort/Repack 3 Days Cathodic Coatings 4 Days Electro-polishing 6 Days Trivalent Zinc Nickel 10 Days

©Over Molding 10 Days ©lnjection Molding 10 Days

Note: Any supplier who cannot meet the delivery requirements stated above, should contact the TBM Buyer with a catch up plan including overtime if necessary. If a supplier's actual turnaround time exceeds "Lead Days" listed above, the supplier may be subject to express freight and / or

down time charges which are incurred.

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Note: Loading of product being shipped to TBM is to be done in a safe and

orderly fashion as to not cause damage to product during transportation. Any

questions or special requests should be conveyed to the purchasing or quality

contact at TBM. Here are a few guidelines:

• Do not double stack cardboard crates that have product in them.

• Empty crates may be stacked in a fashion that does not allow them to

fall onto good product or cause damage to any product.

• Do not double stack skids of cardboard boxes on each other.

• Boxes may be stacked onto solid plastic skids with lids when needed

but must be secure to not allow wooden skids to slide off the plastic

below it or cause damage to the skid below it.

• Do not stack heavier product on top of lightweight product as to cause

any crushing of the material in the bottom container or containers.

• If material is stacked, it must be done so in a fashion to avoid spillage

or damage of product. Make sure the load is secure and stacked in a

fashion as to not fall over during transit.

Note: Shipment of parts returning to TBM from OSS Suppliers cont.

Exceptions to the above rule may be granted upon request by supplier. All deviation

requests should be directed to TBM purchasing or quality representative. (Examples of

exceptions are service parts, "hot" parts where we are allowed to ship partials to the

customer etc...).

Metal and Purchased Parts Supplier Delivery

Metal or Purchased parts are required to arrive at TBM on date specified on the Plex

"Online Releases" screen or the "Purchase Order".

Supplier rejects are issued for Early/Late deliveries unless prior approval is given by

appropriate TBM Buyers (Deliveries must arrive on date specified). Supplier rejects are

also issued for quantities over/under schedule.

Commitment Explanation: In the event that a job becomes obsolete or there is a

specification change, TBM is only responsible for any "Firm" releases listed on Plex "On

Line Releases" screen. TBM is not responsible for quantities on Plex "Material

Requirements Forecast" or the "Components Requirement Forecast" screens. These

screens should be used for planning purposes only.

Special note for Purchased part or Supply parts providers:

TBM expects purchased part providers to have enough inventory on hand for TBM

production needs. However, TBM also expects suppliers to control inventory levels in a

manner that will minimize inventory liability for TBM and the supplier.

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Metal Suppliers Performance to Schedule Requirements:

All TBM metal suppliers are responsible for having scheduled material at TBM on time,

every time. We will discuss delivery delay issues that may arise, however TBM will expect

to be notified at least one day, preferably two days, in advance of scheduled date. If the

supplier cannot supply the material on time and does not give notice, that supplier may

be held responsible for expenses incurred by TBM, including but not limited to express

delivery charges and press down time. If the supplier does not give proper advanced

notice of delivery issues, the supplier is still expected to find possible alternative sources

for material whenever possible, and supply alterative material when necessary at regular

material price.

©TBM will work with suppliers to fill trucks, but does not guarantee truck load quantities.

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Direct Ship From Outside Service Suppliers

Outside Service Suppliers are required to follow requirements identified in TBM's

following work instruction “Direct Ship from Outside Service Supplier”. In the event there

are questions or issues please contact your respective Purchasing Contact (see Section

9).

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TBM´s Work Instruction

Direct Ship from Outside Service Supplier

INSTRUCTION

1.0

OSS Buyer may choose how they communicate shipment schedules to the OSS Supplier.

TBM assumes that the OSS Supplier is making the shipment as scheduled unless they

notify the appropriate OSS Buyer. It is the Outside Service Suppliers responsibility to

notify TBM's Buyer if the shipment is short or if the Outside Service Supplier is unable

to make the shipment. TBM requires the Outside Service Supplier to notify TBM's Buyer

at a minimum of 3:00pm the day before shipment if there are problems with the

shipment. This enables us to notify the Customer and make necessary arrangements.

1) The OSS Supplier is responsible for following the schedule(s) provided.

2) The OSS Supplier is responsible for bar code labeling product before shipping.

3) The OSS Buyer is responsible for telling the OSS Supplier which trucking

company to use.

4) It is the OSS Supplier responsibility to call in the truck for shipment.

5) The OSS Supplier is responsible for making a Bill of Lading for shipment. The

Bill of Lading must clearly show the Customer ship to address. Bill of Lading

should ALWAYS be marked COLLECT/PREPAID depending on the

circumstance. The Bill of Lading should state "Do Not Stack Parts".

6) The OSS Supplier will send a copy of their shipper with the shipment.

7) © The OSS Supplier is responsible for emailing a copy of the shipper to TBM

as soon as the truck leaves. If the truck is a late truck, the shipper must be

emailed before 10:00 am the next day. The paperwork needs to be

emailed/faxed to the Purchasing Clerical associate.

8) If applicable, the OSS Supplier will be responsible for sending an ASN to the

Customer. OSS Buyer will notify the OSS Supplier if this pertains to them.

***** FAILURE TO DO THE ABOVE STEPS MAY RESULT IN DELAY OF PAYMENT TO YOU! *****

QUALITY VERIFICATION BY SUPPLIER BEFORE SHIPMENT

Inspection of finished parts is done before shipment. Parts are inspected per the

purchase order requirements, quality standards or any additional requirements decided

by TBM's Customer.

NO BOXES CAN BE SHIPPED UNTIL INSPECTED AND BAR CODE LABELS ARE ON BOXES

All parts that ship directly from an OSS Supplier to a TBM Customer will follow the following instructions:

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Quoting Information

Suppliers to Troqueladora Batesville de Mexico, have the opportunity to quote parts for potential

new business. It is very important that each quote is very precise and contains all the information that is requested on the RFQ (Request for Quote) sheet. Material must produce an acceptable product, (which is fit for Customer's application). The following list is information that should be contained on every quote:

• Part description and TBM job number (when available), TBM Quote Number.

• Estimated Annual Quantities Quoted.

• Price of material, service, or process. • All non-standard Lab Testing should appear in the quote as a separate line item. • Possibility of a surcharge and if so, the appropriate price range. • Type of process quoted (ex. Plating - Barrel/ Rack) • Lot traceability. • All OSS part quotes must include total packaging cost. (Packaging should be broken

out on quote.) • Transportation of Part (ex. FOB - Batesville / FOB - Supplier) • Purchased Parts Must have piece weight on every quote.

Note: Troqueladora Batesville Mexico figures the cost of freight per part on every quote. If you do not add freight; we will.

• © TBM request delivered pricing on Metal quotes. • Price should be firm for one year or length of proposed contract. • For metal, price must be per lbs. or cwt. For a service being provided, price must be

per part. • Scrap allowances on quotes are not acceptable. If a Supplier does choose to include a

scrap allowance on any quote, the cost of that scrap allowance will be added to the

Suppliers quote prior to comparison with other Suppliers. • All piece weight on quotes are approximate.

TBM RFQ and Job Award Process The following information is to inform you of the internal RFQ (Request For Quote) process at TBM. When an RFQ is received from a TBM customer the process flow is as follows:

• The RFQ is received from the customer. • Purchasing Clerical sends out RFQs to TBM suppliers. The bid list used for the process

is provided and updated by the TBM Purchasing Dept. • The information from the completed TBM supplier RFQs are then itemized on a

spreadsheet and sent to the appropriate TBM buyer. • The TBM buyer makes a decision based on service history and a total cost scenario.

(Only suppliers on the "Approved Supplier List" are considered for new business

awards) • The completed information from the buyer is sent to the Purchasing Manager for

approval. • Upon Purchasing Manager's approval, the information is then sent back to the TBM

Cost Estimator (Sales) for TBM product cost compiling.

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Quoting Information

TBM RFQ and Job Award Process

Cont.

• The TBM Sales Department then compiles TBM product cost and sends

completed quote to TBM customer.

• If TBM receives the job, the appropriate TBM suppliers are contacted with

production start-up dates.

• TBM reserves the right to re-quote material or processes at anytime prior to

award.

Note: The time frame of TBM quote submission to our customers and verification of

customer job award could be as long as a year so please be patient.

Long Term Agreements

Troqueladora Batesville de Mexico purchase the vast majority of carbon metal products

used for production via an AMM or CRU as Cost Adjusting process. On occasion TBM asks

suppliers to quote for the opportunity to supply material for several years on particular

jobs. All long term agreements such as those previously mentioned will be honored by

Troqueladora Batesville de Mexico as long as:

Our customer does not demand that we move material supply source or reduce

price of material or risk losing the business.

Our customers continue this business with TBM.

Supplier continues to supply acceptable quality and service as outlined in the TBM

Supplier Handbook.

Supplier adheres to all items in the long term agreement.

Note: TBM Buyers will give All Suppliers preliminary feedback on quotes on a limited

basis. Please use the following process:

Suppliers should contact Buyers (email) and ale1t them that you are requesting

feedback on a particular quote. (Please limit feedback to 5-6 in a 6 month period).

Request should be made at the time you are faxing/emailing the quote back to

Batesville.

Customer Specific Requirements:

• All Honda and Autoliv finished parts must be packaged utilizing Poly Labels.

• No ceramic media may be used for the processing of Autoliv parts.

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Selection and Evaluations of Suppliers

The following definitions and explanations describes in detail the supplier selection and

evaluation process of TBM.

(see FL-6. l.2b TBM Supplier Rating Flow).

Expectations

Every supplier to TBM is expected to supply the highest quality material or service at the

most economical price possible. Suppliers are tracked and expected to perform 100%

on time delivery to prearranged delivery dates. For more details see QP-6.1.2 Supplier

Selection and Evaluation in Section 13.

Bid List

The bid list is a list of suppliers that is maintained, updated, and circulated by the

Purchasing Clerical at the discretion of the Purchasing Manager. This list is made up of

current suppliers and potential new suppliers that are used to perform RFQs (request for

quotes) on potential new business items. Potential new suppliers on the list are added

and replaced at random in an effort to constantly perform price analysis on the market,

while completing necessary day-to-day duties. Any supplier can be added to the bid list

at the discretion of the Purchasing Manager, regardless of the supplier's status.

Approved Supplier List

The approved supplier list is a list of suppliers that is maintained, updated quarterly. The

Approved list is maintained based on a set of scoring criteria outlined in the "supplier

scoring matrix". It is made up of suppliers that have not fallen under the

approved/preferred status for 3 consecutive quarters. If a Supplier does not hold at least

an "Approved" status, they may not receive new business from TBM. The preferred

supplier status is a subset of all of the approved suppliers and are those suppliers who

excel at what they do and receive evaluation scores that regularly exceed a certain

threshold based on performance. The preferred suppliers receive additional

consideration over other approved suppliers when new business items are awarded.

TBM Approved Supplier status is based on performance.

To Add a New Supplier:

1) The Purchasing Manager places the potential new supplier on the bid list.

2) The Purchasing Department sends out a preliminary supplier survey.

3) The Purchasing Manager reviews the survey.

4) An assessment audit is performed.

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© Supplier Quarterly Performance: Every supplier's performance is continuously

monitored. Each supplier will receive their performance score every 3 months.

Score card performance is based on: Quality, Delivery & Service

The supplier's score allows them to be placed in one of the three following categories:

Supplier Category Status

Favorite Supplier This is the highest status that a supplier can obtain.

The preferred suppliers are

subsets of all the approved

suppliers, based on a score that

reflects excellent performance.

These suppliers receive

additional considerations when

new business items are being

awarded.

Approved Supplier These suppliers are placed on

the "Approved Supplier List"

based on their score.

Require Improvement Supplier

These suppliers are not awarded

any new business, based on their

score. If they presently supply

products or services to TBM,

they are directed by Quality

Manager or Purchasing Manager

on improvement plans. If their

performance does not improve

they are slated for discontinued

business.

Further clarification of supplier category and status can be found in (supplier scoring).

A supplier may move from one category to another based on continued performance.

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Suppliers are audited as needed, based on performance or Non-ISO/AITF certification

(with TBM customer approval only), using the format FO-CO-01 Evaluation of Supplier’s

Quality System.

DEGREE OF COMPLIANCE

RESULT RECOMMENDATIONS

90 A 100 ACCEPTED RELIABLE SUPPLIER

70 A 89 FULFILLS IN MAJORITY

A PLAN OF IMPROVEMENT IS REQUIRED TO IMPROVE ON

WEAK POINTS

UNDER 69 NEEDS

IMPROVEMENT

REQUIRES A SUBSTANTIAL PLAN OF IMPROVEMENT TO

THE SYSTSEM

The purpose of this program is to target the best suppliers available for new and

continued business based on: quality, continued service, and most competitive overall

cost.

©Supplier Quality Rating

The Supplier Quality Rating section is a measure of Quality, Delivery, and Service issues.

The Supplier Rating System rates the areas of Quality, Delivery, and service. PPM stands

for the total number of rejects received in relation to 1,000,000 parts received or total

number of rejects divided by total number of parts received times 1,000,000. This PPM

value is then given a relative score. There are three sections to the Supplier Quality

Rating System.

1. Quality Section

This section pertains to the quality level of parts received by Troqueladora Batesville de

Mexico. Troqueladora Batesville de Mexico’s suppliers are expected to monitor and

control their process; therefore, any defects found at TBM or at our customer's facility

are considered within this section. This section, along with Corrective Action

responsiveness, carries the heaviest point values.

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QUALITY

PPM's Points

0 to 20 30

21 to 35 15

More than 36 0

ISSUES Points

0 30

1 15

2 or More 0

Quality Target 60

2. Delivery

For all suppliers deliverys on time and complete, and also if there is any expedite issue

related to supplier.

DELIVERY

COMPLETE / ON TIME

Points

100% - 99% 20

98% - 95% 15

94% - 90% 10

89% or Less 0

EXPEDITED Points

0 5

1 or More 0

Delivery Target 25

3. Service

For suppliers receiving a TBM Supplier Quality Rejection Notification, the amount of time

it takes the supplier to respond with an acceptable cause and countermeasure is

evaluated in this section. Timely responses results in a score of 15 pts.. No response to

corrective action required or incomplete is a score of 0 and is carried until corrective

action is closed out.

SERVICE

RESPONSE Points

Firsts 5 Days 10

More than 5 Days 0

PPAP REVALIDATION Points

On time and complete 5

NO 0

Service Target 15

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Supplier Scorecard

SUPPLIER :

EVALUATION TOPIC January Febrary March April May June July August September October November December 1 º Quarter 2 º Quarter 3 º Quarter 4 º Quarter ANNUAL

Received parts 0.00 242110.00 0.00 100800.00 0.00 240000.00 0.00 100800.00 242110.00 340800.00 145727.50

Rejected parts 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

PPM 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

30, 15, 0 30.00 30.00 30.00 30.00 30.00 30.00 30.00 30.00 30.00 15.00

ISSUES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

30, 15, 0 30.00 30.00 30.00 30.00 30.00 30.00 30.00 30.00 30.00 15.00

COMPLETE /

ON TIME100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50%

20, 15, 10, 0 20.00 20.00 20.00 20.00 20.00 20.00 20.00 15.00 20.00 20.00 10.00

EXPEDITED 0 0 0 0 0 0 0 0 0 0 0%

5, 0 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 2.50

RESPONSE YES YES YES YES YES YES YES YES YES YES

10, 0 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 5.00

PPAP YES YES YES YES YES YES YES YES YES YES

5, 0 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 2.50

EVALUATION 100.00 100.00 100.00 100.00 100.00 100.00 100.00 20.00 0.00 0.00 0.00 0.00 100.00 100.00 0.00 0.00 50.00

PPM's Points Points Points

0 to 20 30 20 10

21 to 35 15 15 0

More than 36 0 10 Points

ISSUES Points 0 50 30 Points 01 15 5

2 or More 0 0

Quality Target 60 25 15

TOTAL

SCORE

90 - 100

70 - 89

< 70

COMPLETE / ON TIME RESPONSE

COMPONENTS - SUPPLIER

PERFOMANCE YEAR 2017

ACME SA

AVERAGE

QUALITY

DELIVERY

SERVICE

SCORE

QUALITY DELIVERY SERVICE

100% - 99% Firsts 5 Days

98% - 95% More than 5 Days

94% - 90% PPAP REVALIDATION

89% or Less On time and complete

EXPEDITED NO0

1 or More

Delivery Target Service Target

CATEGORY

FAVORITE

APROVED

REQUIRES IMPROVEMENT

January Febrary March April May June July August September October November December

Monthly

Score100.00 100.00 100.00 100.00 100.00 100.00 100.00 20.00 0.00 0.00 0.00 0.00

0.00

10.00

20.00

30.00

40.00

50.00

60.00

70.00

80.00

90.00

100.00

1 º Quarter 2 º Quarter 3 º Quarter 4 º Quarter ANNUAL

Score 100.00 100.00 0.00 0.00 50.00

0.00

10.00

20.00

30.00

40.00

50.00

60.00

70.00

80.00

90.00

100.00

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Troqueladora Batesville de Mexico Supplier Scoring Matrix

Scoring Description

Note: Entire Rating & Scoring Criteria has changed

Rating Area Rating Criteria Score Possible

Quality PPM 0-20 30 points

(total rejects/total shipped 21-35 15 points

X 1,000,000) 36 + 0 points 30 points

Quality Issues 0 30 points

1 15 points

2 + 0 points 30 points

Delivery Score 100% - 99% 20 points

(On time and complete) 98% - 95% 15 points

94% - 90% 10 points

89% or Less 0 points 20 points

Expedited Delivery 0 5 points

1 + 0 points 5 points

Response to Corrective Action First 5 days 10 points

More than 5 days 0 points 10 points

PPAP Revalidation On time and complete 5 points

Not received 0 points 5 points

Total Possible= 100 Points

EXAMPLE:

Supplier: XYZ Plating Shop

December January February

ppm score ppm score ppm score

Quality ppm 22 15 20 30 15 30

Issues score Issues score Issues score

Quality Issues 1 15 0 30 0 30

Delivery 20 15 20

Expedited Delivery 5 5 5

Response to Corrective Action 10 10 10

PPAP Annual Revalidation 5 5 5

Total = 70 95 95

Quarterly Score = 70 + 95 + 95 = 260/3 = 87 points out of 100 possible.

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Finished Product Requirements

TBM is responsible for issuing purchase orders and shippers identifying all requirements

for Outside Service Supplier.

Outside Service Supplier is responsible for verifying all requirements specified are met

before shipping product back to TBM.

Finished Product Requirements

Outside Service Supplier must verify that All TBM packaging requirements specified are

met before shipping product to TBM. Outside Service Supplier verifies the following:

Verify that a box quantity and type has been established.

Verify that parts are packed into the collect container with the correct quantity. This

is specified on the purchase order.

Verify that all bar code labels (if applicable) and paperwork are finished and securely

attached to the skid.

If packed into returnable containers, all old barcode labels and paperwork must be

removed, and insides cleaned out.

Cardboard boxes must be taped shut, unless stated otherwise.

All skids must be shrink wrapped unless other arrangements are made and approved

by TBM's Buyer.

Shrink wrap must be to the skid, not just to the containers and must be pulled tight,

but not so tight as to deform the containers.

A minimum of three wraps must be around the skid unless standard wrapping

requirements are set.

On certain jobs, special wrapping may be required and this is specified on the

purchase order. (Ex: corner boards required on the top edges, skid banded and

shrink wrapped).

Container Requirements

If the quantity for a bulk container is not specified, the quantity is determined by the

amount of product received or processed by the Outside Service Supplier.

For parts that are packed onto skids, all of the full containers must have the same

quantity that is specified.

A Supplier can only send one partial skid, per job number, per shipment.

Remember, the supplier must be granted a deviation from TBM Quality representative

prior to shipping a partial box.

The partial box must have a partial container tag that can be easily seen on the

skid.

Finished product must be packed into the same size container that is specified.

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Troqueladora Batesville de Mexico Finished Product Requirements

Container Requirements Cont.

If the lot goes over the maximum number of containers specified, but is less than one

full layer, all containers can go on 1 skid.

If there are any special circumstances where the Supplier may need to exceed the

maximum quantity, the Supplier must call TBM's appropriate Buyer.

TBM containers are to be completely empty before returning to TBM. Arrangements must

be made with TBM Buyer for the return of TBM containers. TBM containers can only be

used for TBM parts.

Note: Please return containers in a timely manner. TBM Cardboard Crates can be re-

used. Please return with as little damage as possible.

Skid Size

If the skid size is not specified on the purchase order, then the skid must not exceed 42"

wide (towmotor, fork side, front) X 48" long. This allows the skid to fit into TBM's racks

and the Customers racks.

The skid must be useable and in good condition with no broken boards.

Supplying Packaging

Outside Service Supplier must notify TBM's OSS Buyer if any alternative packaging

material needs to be used.

This must be approved prior to shipment to TBM.

If TBM is responsible for supplying packaging, the packaging material is sent either with

the product or prior to the shipment of the product.

Outside Service Supplier must notify TBM's OSS Buyer if packaging material is not

received. Other arrangements for packaging material are made at this time and a

deviation "ok to ship" form F-13.4b is issued to the supplier by TBM appropriate Buyer.

If parts do not have a deviation form attached for any deviation issued, parts will be

rejected and counted against the Supplier's PPM and evaluation score.

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Troqueladora Batesville de Mexico Supplier Hanbook

Outside Service Paperwork Requirements

Outside Service Supplier WIP Label

The color of the Outside Service Supplier WIP Label is located near the bottom of the

label in bold letter. Colors are: Blue, Orange, White, and Yellow the color depends on

the next operation of the job.

Keep rework parts separated from all other product. Must use "Rework Label". All Rework

needs cleaned up on a weekly basis.

Special Parts Tag, Keep Separate Tag, V-Sort, and P-Sort Tags

If a container of product received by the Outside Service Supplier has a "Special Parts

Tag" or "Keep Separate Tag", a "V-Sort" or a "P-Sort" tag then Supplier must read the

tag to verify whether or not the tag applies to their process. If so, the Supplier must

follow instructions listed on the tag.

Only parts with the same "Special Parts Tag", "Keep Separate Tag", "V-Sort" or "P-Sort"

tag may be mixed during batch processing unless the tag states otherwise.

"Special Parts Tags", "Keep Separate Tags", "V-Sort Tag" or "P-Sort Tag" must remain

with all lots produced off of original container. If there are more than one skid or batch

container that is produced off the original container, copies of the tag must be made and

placed on each container. The tag must be copied on the same color paper.

If the Supplier has any questions about the instructions listed on the tag, contact TBM's

Supplier Quality Tech, Quality Manager or Buyer.

Supplier Reject Tag

If the Outside Service Supplier has parts that are non-conforming and need reworked,

stripped, re-ran, the Outside Service Supplier must notify TBM Quality Dept. or Buyer.

The TBM Quality Dept. or Buyer will fill out a Supplier Hold Reject Tag and e-mail/fax it

to the Outside Service Supplier to be placed on all containers of nonconforming parts.

The Supplier Hold Reject Tag must remain on patrts when shipped back to TBM. If TBM

receives non-conforming parts from the Outside Service Supplier, TBM places a Supplier

Hold Reject Tag on All suspect parts and rejects back to Outside Service Supplier. Once

parts are sorted, reworked, etc..., the Supplier Reject Tag must stay on each container

when returned back to TBM.

TBM Hold Tag

If a container of product is received by the Outside Service Supplier that is suspect non-

conforming, the supplier notifies the TBM Quality dept. for a hold tag. TBM Quality dept.

will fill out a hold tag and e-mail/fax it to the supplier to be placed on all suspect parts.

Suspect parts are sent back to TBM with the hold tag placed on each container. The hold

tag should be copied on red paper.

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Outside Service Paperwork Requirements

Miscellaneous Data & Paperwork

Product that is shipped to Outside Service Supplier must have a TBM WIP Label, this is

located on one of the sides of the container.

All parts must have a Plex label.

Plex Labels contain TBM's Lot Traceability information for that particular lot (container).

© If the supplier is unable to print a label, a deviation form must be requested from TBM

Purchasing Dept. Deviation form must be attached to skid/container of parts when being

sent to TBM.

Paperwork Placement

The data or paperwork must be taped or wired to the side of the skid or tub/container

with the processed product.

Note: Deviation form must be used on skid when deviation is issued for no

labels, missing WIP label, wrong packaging etc. Deviation forms are to be

requested through TBM appropriate Buyer.

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OSS Barcode Labeling Requirements

All Troqueladora Batesville de Mexico customers require us to bar code label each box

or skid. All barcode labels supplied by the OSS Supplier must first be approved by the

Troqueladora Batesville de Mexico MIS Department.

NOTE: SUPPLIER MUST VERIFY THAT THE TBM JOB/OPERATION ON THE PLEX

WIP LABEL MATCHES THE JOB/OPERATION NUMBER ON THE FINISHED PART

BARCODE LABEL PRIOR TO ATTACHMENT.

lf there are any quality, labeling or packaging errors or concerns, one of the following

could occur:

1) TBM reserves the right to charge a $50.00 hold tag charge

for any reject/hold tag.

2) Supplier is issued a Corrective Action. An issue of a corrective

action effects the monthly evaluation score directly.

3) All inventory at TBM requiring relabeled is the responsibility of

the supplier which they may do one of the following:

a. Come in and relabel

b. Call in Temporary Service to come in and fix the issue.

c. Have parts sent back (reject if time allows)

d. TBM associates relabel at a standard rate of $28.50 per

hour per person.

4) All failures to comply are communicated to the Supplier Quality

Team.

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Standard Bar Code Labeling Requirements

Standard Box Labeling: There are two labels per box. Place the labels on the box so

that they are corner to corner (as per AIAG standard). See page 7.8A

** Exception: Honda Labels are placed end to end on boxes (See page 7.8E). For

plastic bags, one label placed on the outside of the bags

** Make sure both labels have the same serial number. Barcode labels are generated in

sets. Place the boxes on the skid so that at least one label is visible.

Standard Bulk Labeling Finished Parts: There are two labels per crate. Place the

barcode labels in the upper left hand comer of both the front and back of the crate, as

pictured above. See page 7.8G

Standard Bulk Labeling WIP: The BTD WIP Label should be placed in the middle of

the front of the crate. See page 7.8G.1

See P.O. for exceptions.

NOTE: SUPPLIER MUST VERIFY THAT THE TBM JOB/OPERA TION ON THE PLEX

WIP LABEL MATCHES THE JOB/OPERATION NUMBER ON THE FINISHED PART

BARCODE LABEL.

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Packaging and Barcode Label Guidelines for Metal

This work instruction is a set of guidelines that TBM Metal Suppliers should use in the

event questions arise. The P.O. identifies the requirements of Metal. In the event there

are questions, contact appropriate Buyer.

1) All coils must be labeled.

2) All coils on a skid must be labeled somewhere in the "front face" of the skid

(preferably inline with skid runner). If there is more than one coil per skid, all coils

must be labeled on the same "front face" of that skid.

3) All standup coils are to be labeled on the top 1/2 of the coil, so that labels are easy

to access.

4) Master labels stating the total coils and weight on the skid are optional.

5) Each coil must have a tag containing the following information: net weight, heat

number, serial number, TBM P.O. number, and TBM job number (with dash).

6) How the labels are attached is left up to the supplier. If using tape, please do not

tape over any information that needs to be scanned. Do not apply tape directly to

the coil.

7) There shall be 3/4" spacers used between coils, with a minimum of four spacers

used. Each spacer should be lined up with the banding.

8) © There should be no paper stuffers in the laps of coils, unless specified by TBM

(ex. Aluminum). Paper is required on top of the skid, if the skid is to be stacked.

9) Barcode Labels MUST be scannable. TBM reserves the right to reject Material if

Barcode Labels do not scan.

Special Requirements for Metal

1.) Material Certification is required.

2.) TBM accepts no worse than 1/4" camber in 8 feet.

3.) No stencils or flags on material.

4.) No welds are allowed.

The following two pages show in detail examples of the two types of barcode labels that

can be used. Both are A.I.A.G. standard.

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Packaging and Barcode Label Guidelines for Purchased Parts

Packaging and Barcode Label Guidelines for Purchased Parts

1.) Parts are to be packed in boxes supplied by the Purchased Parts supplier. The box

weight shall weigh no more than 40 pounds per box.

2.) Boxes are to have a label on each box that includes:

The TBM part number. (Barcode required)

Box Quantity (Barcode required)

Box Serial Number (Barcode not required)

Lot Number. (Barcode not required)

TBM also requires a separate master label on every skid that represents every part

number and lot number combination that is on that skid. For example:

If there is one part number that is all from the same lot number on one skid,

you will only need one master label.

If you have one part number on the skid with multiple lot numbers, you will

need to have a master label representing each lot number that appears on the

skid.

If you have multiple part numbers on the skid. You will need to have one master

label for each part number / lot number combination on the skid.

Each master label must reference:

The TBM part number (Barcode required).

The Skid Quantity (Barcode required).

The Skid Serial Number that references the lot number, which appears on every

box that that particular master label represents. (Barcode required).

Barcode Labels "MUST" be scannable. TBM reserves the right to reject parts if barcode

labels do not scan.

NOTE: ALL BOXES MUST BE IDENTIFIED AS "CERTIFIED" PRIOR TO SHIPPING

TO TBM (ex. 100% Sorted, Inspected, Certified). If boxes or containers are not

marked as such, they are subject to rejection.

3.) Boxes should be placed on a skid no larger than 42" x 48" if commercial carrier

transit is required.

4.) Please put "Do Not Stack" on the bill of lading and "Do Not Stack" labels on the skids

of product to prevent double stacking by the trucking company. Failure to do so

results in damage charges being debited to you in the event of damage.

5.) All correspondence (packing lists, invoices, etc...) must reference the purchase order

number with the release number immediately after the purchase order number.

(Ex. PO # 99999-5)

The following page shows in detail an example of the type of barcode label that can be

used.

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Sample Purchased Part Packing Scenario

Scenario #1: Skid with all the same part number and same lot number.

Required: - A label on each box with the Part Number, Quantity and Lot

Number.

- A Master on the skid with the Part Number, Total Quantity and

Serial Number. The Serial number is a combination of a unique

number, a dash (-) and the lot number for the parts on this There

should be 1master label for each different part number/lot number

combination on the skid.

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Scenario #2: Skid with All the same part number and multiple lot numbers.

Required: -A label on each box with the Part Number, Quantity and Lot

Number.

-A Master on the skid with the Part Number, Total Quantity and


number, a dash (-) and the lot number for the parts on this. There

should be 1 master label for each different part number/lot

number combination on the skid.

-Each Lot number can be on separate skids if required.

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Scenario #3: Skid with multiple parts and multiple lot numbers.

Required: - A label on each box with the Part Number, Quantity and Lot

Number.

- A Master on the skid with the Part Number, Total Quantity and


number, a dash (-) and the lot number for the parts on this. There

should be 1 master label for each different part number/lot

number combination on the skid.

- Each Part Number/Lot number can be on separate skids if

required.

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Troqueladora Batesville de Mexico ISO/IATF Requirements

Troqueladora Batesville de Mexico is TS-16949:2009 Certified. Troqueladora Batesville

de Mexico requires all suppliers to be ISO 9001:2008 or AITF-16949 certified. Exceptions

to this requirement will only be considered in special circumstances with a written waiver

from the Troqueladora Batesville de Mexico customer that is affected.

Environmental Management Program

In an effort to preserve and protect the environment, TBM has implemented an

environmental management system. The system is designed to reduce our negative

impact, conserve our resources, and recycle many of our materials. In order to achieve

these goals, several programs have been put in place. The contractor/supplier is

responsible for helping TBM achieve these goals by following the programs set in place.

These programs include:

I. Recycling Program:

1. Aluminum cans, plastic drink bottles, paper, cardboard, aerosol cans, dry

cell/lithium ion batteries, light bulbs, toner/printer cartridges, mercury

containing equipment, and electronic devices can be recycled. These items

should be placed in the proper recycle container so that it can be sent to the

appropriate recycling company. If unsure what container an item should go in

contact a manager or a supervisor and they can direct where to put the item.

II. Used Oil

1. Any used oil must be disposed of at the proper locations.

2. Contact a manager/supervisor to direct you to a used oil location.

III. Spill Prevention Control Countermeasure (SPCC)

1. A chemical spill outside the walls of the plant that has the potential to enter

the plants property, waters of the state, or be released into the air must be

addressed right away.

2. As soon as the spill is found, a manager or supervisor must be notified of the

spill. The manager/supervisor will then initiate a "CODE ORANGE" This will

notify the Emergency Action Team (EATs Team).

3. The EATs team has been trained in how to respond to a chemical spill. This

team will then take the proper stems to mitigate the spill or release.

IV. MSDS/SDS/GHS/Right to Know

1. Any chemical brought in to TBM by contractor/supplier must be accompanied

with a standard 16 section SDS sheet.

2. Any chemical brought in to TBM by contractor/supplier must be properly

labeled with the manufacturers label or with a GHS style label.

3. All employees of contractor supplier must be trained on the information in an

SDS sheet as well as the information on a GHS label.

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Safety Requirements

Contractor/supplier shall be responsible for providing TBM with a certificate of insurance for

property and liability. Anyone who is sent to work at TBM by the contracting company shall be trained in TBM's contractor/supplier policy by the contracting company. Contractors/Suppliers shall not have open containers, drinks or food on the production floor. When the contractor/supplier work activities relate to specific safety programs (such as hot work, lockout, confined space, etc.), the contractor/supplier shall comply with all applicable OSHA regulations, related standards, and TBM requirements, including but not limited to the following:

I. PERSONAL PROTECTIVE EQUIPMENT

1. Contractor/supplier shall be responsible to perform a personal protective equipment assessment for each task their associates will perform.

2. Contractor/supplier shall provide their associates with the correct personal protective equipment and ensure that it is used consistently and appropriately.

3. Contractor/supplier shall train their associates to use and maintain the required personal protective equipment.

II. ELECTRICAL

1. Contractor/supplier's electrical activities shall not begin until the contractor/supplier and/or sub contractor/supplier has reviewed the plant "Are Flash Analysis" information for any components, systems, or installations being worked on by contacting the TBM authorized associate.

2. Contractor/supplier's electrical activities shall be performed using all required personal protective equipment identified by applicable OSHA regulations and the requirements of NFPA 70E.

3. Contractor/supplier's electrical activities shall be performed by only trained and qualified associates as identified by applicable OSHA regulations and the requirements of NFPA 70E.

4. Contractor/supplier shall utilize only approved parts and components approved by


III. LOCKOUT TAGOUT

1. Contractor/supplier's lockout activities shall not begin until the "Contractor/supplier's Lockout Review Form" has been approved by TBM's authorized associate.

2. Contractor/suppliers shall utilize TBM's equipment specific lockout placards for servicing and maintenance activities for which work will be performed.

3. Each contractor/supplier employee shall have their own individual lock with an identification of the contractor/supplier and employee on the lockout device. Master or extra keys for lockout devices are not permitted on TBM property.

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Safety Requirements Cont.

4. Contractor/supplier's employees shall never remove any other person's/company's lock

(including a TBM lockout device) that has been installed on an isolating energy source.

5. Contractor/supplier may use a group lockout method as long as isolated energy sources have been confirmed and individual lock out devices are placed on the group lockout box by All authorized contractor/supplier employees who shall be in the danger zone of the equipment.

IV. FALL PROTECTION

1. Contractor/supplier shall provide fall protection when associates are exposed to work heights over 6 feet.

2. Contractor/supplier shall provide fall protection when work activities are less than 6' from

the leading edge of the roof, mezzanines, or floor openings that is unprotected by guardrail or equivalent protection.

3. Contractor/supplier's fall protection activities shall be reviewed by contractor/supplier's

qualified person prior to implementation.

4. Contractor/supplier's fall protection activities shall include pre-planning (including the

coordination of rescue services) with TBM's authorized associate.

5. Contractor/supplier's fall protection program must follow or exceed TBM's fall protection

program.

6. Contractor/supplier shall identify and provide rescue services or make the necessary

arrangements with TBM to provide such services.

7. Contractor/supplier shall only use equipment designed for fall protection as part of a complete Personal Fall Arrest System.

8. Contractor/supplier shall inspect fall protection equipment prior to each use.

9. Contractor/supplier shall ensure that fall arrest anchor points meet 5000 lb. load rating, and/or contractor/supplier shall contact TBM qualified person at the plant to determine adequate anchor point.

V. LIFTING EQUIPMENT

1. Contractor/supplier shall ensure that any lifting equipment used is used within the rating

capacity and have approved license for operating all forklift equipment.

2. Contractor/supplier shall ensure that any lifting equipment is inspected daily by contractor/supplier's competent personnel. Such equipment shall include hoist components, lifting attachments, etc. This inspection shall be documented and available to TBM upon request.

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3. Contractor/supplier shall utilize only the appropriate lifting attachments for the

environment where the work will be performed.

VI. AERIAL PLATFORMS

1. Contractor/supplier shall require a fall restraining system in all boom lifts. Fall protection in scissors lifts is required if guardrail system is not in place. The designated anchor point must be used at all times. In a scissors lift, fall protection is not needed if the work will

not be leaving the lift. However, if the worker leaves the platform at any time while elevated, safety harness and lanyard is required.

2. Contractor/supplier shall not permit standing or sitting on the guardrails.

3. Contractor/supplier's area platforms shall be inspected, at a minimum, once a <lay per

the manufacturer' s instructions.

4. Contractor/supplier shall have the gate closed at all times when the lift is occupied.

5. Contractor/supplier shall not exceed the manufacturer's load capacity at any time.

6. Contractor/supplier shall ensure that its employees follow the manufacturer's approved

procedures when exiting of the basket is necessary.

VII. CONFINED SPACE

1. Contractor/supplier shall not conduct confined space activities without signed

authorization from TBM's authorized associate or designated associate.

2. Contractor/supplier shall obtain and review the "Contractor/supplier Permit-Required Confined Space Hazard Notification" form, which is prepared in order to notify contractor/suppliers of known confined space hazards and coordinate entry and surrounding activities.

3. Contractor/supplier shall provide its own pe1mit that meets or exceeds OSHA 1910.146.

4. Contractor/supplier shall post the contractor/supplier's permit and the "Contractor/supplier Permit Required Confined Space Hazard Notification" form before beginning the entry operation.

5. Contractor/supplier shall have the appropriate number of appropriately trained

contractor/supplier entrants, attendants, and entry supervisors.

6. Contractor/supplier shall have rescue services identified and provided or have made the

necessary arrangements with TBM to provide such services.

7. Contractor/supplier shall provide and use appropriate monitoring equipment calibrated within 24 hours of each entry.

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8. Contractor/supplier shall notify the TBM authorized associate or designated person when

work is completed. Contractor/supplier shall provide feedback to TBM's authorized associate of any hazards confronted or created in the space by documenting such feedback on the "Contractor/supplier Debriefing Comments" form.

9. Contractor/supplier shall provide all equipment needed to enter a space (including rescue

equipment).

VIII. FIRE PROTECTION

1. Contractor/supplier shall provide portable fire extinguishing equipment of the proper type in all construction trailers, material storage areas, and for all welding, cutting, or burning operations during construction.

2. Contractor/supplier shall obtain approval from TBM's authorized associate for temporary walls and dust protection prior to use.

3. Contractor/supplier shall cooperate with fire protection authorities, insurance

underwriters, and TBM to carry out their recommendations.

IX. HOT WORK

1. Hot work activities shall not be performed by the contractor/supplier until the "TBM Hot

Work Permit" has been issued by TBM's authorized associate or authorized TBM's

associate. The permit must be completed and posted in the immediate area of the hot work operation.

2. Contractor/supplier's planned hot work activities must be reviewed by contractor/supplier's management personnel prior to start-up to ensure that flammables and combustibles are moved to the proper distance and/or protected by flame proof contains, covers, fire blankets, or equivalent protection.

3. Contractor/supplier's hot work activities must always be conducted with the appropriate

number of trained fire watchers as approved by TBM's EATS team or authorized hot work

associate. Fire extinguishing equipment shall be present, operative, and accessible.

4. Contractor/supplier's hot work activities must not be conducted without TBM's authorized associate or designated associate located on-site to monitor hot work activities.

X. CLOTHING

1. In order to protect workers, workers must wear clothing appropriate for work at TBM.

i. Pants must be worn. No shorts or dresses. No torn, holey jeans or tank tops. ii. Hard soled leather shoes or safety shoes must be worn. No open toe shoes,

sandals, high heels or tennis shoes.

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TBM Contact Info Troqueladora Batesville de Mexico encourages open communication with its suppliers. Below is a

list of TBM contacts that can be reached through the main number at +52 442 211 3600 or the number listed below. We would like to reiterate that the primary account contact for all suppliers should be the appropriate buyer. Any after-hours emergency concerning delivery should be directed to TBM's Shipping Department, or if unavailable, Alejandro Romo +52 1 442 23670359 (cell phone) As a general reminder, supplier visits are always welcomed and encouraged, but must be made by an appointment.

Troqueladora Batesville de Mexico La Noria Num. 106 Parque Industrial Queretaro

KM 28.5 Carr. QRO-SLP Santa Rosa Jauregui

Queretaro, Mexico CP. 76220

Phone#: 011 52 442 211 (ext.)

Main#: 011 52 442 211 3600

Fax#: 011 52 442 211 3610

Name Title Ext. E-mail Address

Romeo Gomez General Manager 3620 [email protected]

Alejandro Romo Purchasing Manager 3608 [email protected]

Abraham Hernandez Controller 3622 [email protected]

Jesus Martinez Manufacturing Manager 3611 [email protected]

Danilo Duarte Quality Manager 3637 [email protected]

Octavio Orihuela Customer Service Manager 3629 [email protected]

Rafael Resendiz Shipping Manager 3626 [email protected]

Monica Guzman Purchasing Supervisor 3625 [email protected]

Cristina Olmos Customs/Traffic Supervisor 3621 [email protected]

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Troqueladora Batesville de Mexico Price Increase Policy

Troqueladora Batesville de Mexico is interested in continuing to develop long term

relationships with our suppliers. We want to do this in an effort of bringing the most

innovative product to our customers at the lowest possible total cost. In this spirit, we

are willing to work with our supplier base in cost containment and knowledge sharing

ventures whenever possible. However, due to the highly competitive nature of our

business, it is imperative for TBM to watch our total cost of producing quality products.

All jobs awarded to our suppliers are awarded based on a "Total Cost" scenario which

consists of:

The ability to supply a quality product or service.

Quality history

Price

Service history

The ability to consistently and continuously supply product to TBM in a first-in,

first-out, just-in time fashion with a 100% on time delivery.

Many jobs awarded to TBM by our customers are on "Long Term" contracts for a set

price over the term of the contract. Jobs that are not on "Long Term" contracts with our

customers are under continuous "Price Freeze" or "Cost Down" scrutiny. For these

reasons, if TBM encounters a price increase situation with our suppliers, it must be

"Standard Policy" that we also scrutinize that increase and test the present market

conditions through supplier "Price Break Down Analysis" and/or the competitive bid

process. The information gained through these procedures will go through the same

"Total Cost" scenario as the original award process. If the supplier price increase is found

to be excessive or not in the best interest of TBM and its customers, the business will

run the risk of being moved to another supplier.

Please keep the following in mind when requesting a price increase!

1. All suppliers must provide a minimum of sixty (60) days notification in writing of any

price changes. This notification period will be used to analyze the request, discuss

justification, evaluate alternatives, and negotiate a settlement. No increase will be

paid until it is officially accepted by TBM.

2. All items that are effected by a supplier price increase will be put out for bid.

3. The notifications should have the following information listed on it: item description,

our job#, our operation number, current price, and proposed price. Along with this,

there should be the documentation to support your proposal.

4. After thorough review, suppliers will be requested to discuss notification and

justification. It is our expectation that the supplier will offset all increases relating

to labor and overhead through a continuous improvement program or other

productivity gain efforts within their operation.

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Troqueladora Batesville de Mexico Price Increase Policy

Price Increase Policy

Cont.

5. Buyer and seller should review all creative opportunities to reduce waste and

inefficiencies to obtain the best value in the procurement process for both pa1ties.

6. Changes accepted by Troqueladora Batesville de Mexico will be instituted on any

orders placed on or after the negotiated effective date.

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Corporate Credentials

COMPANY NAME: Batesville Tool & Die, Inc.

ADDRESS: 177 Six Pine Ranch Road

Batesville, In 47006

PHONE: 812-934-5616

TYPE OF COMPANY: Corporation--Incorporated 1978

BUSINESS: Tools, Dies, Metal Stampings, Welding Assemblies

FED TAX ID: 35-1444312

TAX EXEMPT NO.: 002295318 001 6

STATE DUNS NO: 09-390-5479

OFFICERS:

PRESIDENT/CEO: Jody Fledderman, Batesville, IN

VP-TOOLING: Dave Lynch, Batesville, IN

VP-MANUFACTURING: Jay Fledderman, Batesville, IN

VP-STAMPING: Joel Fledderman, Batesville, IN

VP-QUALITY: Jim Wintz, Batesville, IN

VP-MATERIALS: Brent Muckerheide, Batesville, IN

VP-SALES: Gene Lambert, Batesville, IN

VP-FINANCE: Jorge Lopez, Batesville, IN

PAYMENT PROCEDURES: Undisputed invoices are processed and paid weekly on

Fridays. TBM payment terms are 3%- 5 / 2% - 15 / Net 60 days as of 1/1/06. Credit

Card payments are also available. For those suppliers interested in setting up discount

terms, please submit proposal for consideration to our Controller, Abraham Hernandez.

PURCHASE ORDERS: Purchase order numbers are required, but may be received

verbally.

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GENERAL TERMS AND CONDITIONS (Revision 3/20/08)

1. ACCEPTANCE:

Seller has read and understands this contract and agrees that Seller’s written acceptance

or commencement of any Work or services under this contract shall constitute Seller's

acceptance of these terms and conditions only.

2. SHIPPING AND BILLING:

Seller agrees: (a) to properly pack, mark and ship goods in accordance with the

requirements of Buyer, the involved carriers, and, if applicable, the country of

destination; (b) to mute shipments in accordance with Buyer's instructions; (c) to make

no charge for handling, packaging, storage or transportation of goods, unless otherwise

stated as an item on this contract; (d) to provide with each shipment packing slips with

Buyer's contract and/or release number and date of shipment marked thereon; (e) to

properly mark each package with a label/tag according to Buyer's instructions; (f) to

promptly forward the original bill of lading or other shipping receipt for each shipment

in accordance with Buyer's instructions. Seller will include on bills of lading or other

shipping receipts correct classification identification of the goods shipped in accordance

with Buyer's instructions and the carrier's requirements. The marks on each package

and identification of the goods on packing slips, bills of lading and invoices (when

required) shall be sufficient to enable Buyer (or Buyer's Customer) to easily identify the

goods purchased. Seller further agrees: (a) to accept payment based upon Buyer's

Evaluated Receipt Record/Self Billed Invoice, unless an invoice is requested by Buyer;

and (b) to accept payment by electronic funds transfer. The payment date is set forth in

the Line Item Detail of this contract, or if not stated, shall be the date established by

Buyer's Multilateral Netting System (MNS-2), which provides, on average, that payment

shall be made on the second day of the second month following, in the case of the

Buyer's North American facilities, Seller's shipment date of goods or date of services,

and, for all of Buyer's other locations, Buyer's receipt date of the goods or date of

services. Buyer may withhold payment pending receipt of evidence, in such form and

detail as Buyer may direct, of the absence of any liens, encumbrances and claims on the

goods or services under this contract.

3. DELIVERY SCHEDULES:

Time is of the essence, and deliveries shall be made both in quantities and at times

specified in Buyer's schedules. Buyer shall not be required to make payment for goods

delivered to Buyer that are in excess of quantities specified in Buyer's delivery schedules.

Buyer may change the rate of scheduled shipments or direct temporary suspension of

scheduled shipments, neither of which shall entitle Seller to a modification of the price

for goods or services covered by this contract. Where quantities and/or delivery

schedules are not specified, Seller shall deliver goods in such quantities and times as

Buyer may direct in subsequent releases.

4. PREMIUM SHIPMENTS:

If Seller's acts or omissions result in Seller's failure to meet Buyer's delivery

requirements and Buyer requires a more expeditious method of transportation for the

goods than the transportation method originally specified by Buyer, Seller shall ship the

goods as expeditiously as possible at Seller's sole expense.

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5. CHANGES:

Buyer reserves the right at any time to direct changes, or cause Seller to make changes,

to drawings and specifications of the goods or to otherwise change the scope of the work

covered by this contract including work with respect to such matters as inspection,

testing or quality control, and Seller agrees to promptly make such changes. Any

difference in price or time for performance resulting from such changes shall be equitably

adjusted by Buyer after receipt of documentation in such form and detail as Buyer may

direct. Any changes to this contract shall be made in accordance with Paragraph 31.

6. SUPPLIER QUALITY AND DEVELOPMENT; INSPECTION:

Seller agrees to participate in Buyer's supplier quality and development program(s) and

to comply with all quality requirements and procedures specified by Buyer, as revised

from time to time, including those applicable to Seller as set forth in Quality System

Requirements QS-9000. In addition, Buyer shall have the right to enter Seller's facility

at reasonable times to inspect the facility, goods, materials and any property of Buyer

covered by this contract. Buyer's inspection of the goods, whether during manufacture,

prior to delivery or within a reasonable time after delivery, shall not constitute

acceptance of any work-in-process or finished goods.

7. NONCONFORMING GOODS:

Seller acknowledges that Buyer will not perform incoming inspections of the goods, and

waives any rights to require Buyer to conduct such inspections. To the extent Buyer

rejects goods as nonconforming, the quantities under this contract will automatically be

reduced unless Buyer otherwise notifies Seller. Seller will not replace quantities so

reduced without a new contract or schedule from Buyer. Nonconforming goods will be

held by Buyer in accordance with Seller's instructions at Seller's risk. Seller's failure to

provide written instructions within 10 days, or such shorter period as may be

commercially reasonable under the circumstances, after notice of nonconformity shall

entitle Buyer, at Buyer's option, to charge Seller for storage and handling or to dispose

of the goods without liability to Seller. Payment for nonconforming goods shall not

constitute an acceptance of them, limit or impair Buyer's right to assert any legal or

equitable remedy, or relieve Seller's responsibility for latent defects.

8. FORCE MAJEURE:

Any delay or failure of either party to perform its obligations shall be excused if Seller is

unable to produce, sell or deliver, or Buyer is unable to accept delivery, buy or use, the

goods or services covered by this contract, as the result of an event or occurrence

beyond the reasonable control of the party and without its fault or negligence, including,

but not limited to, acts of God, actions by any governmental authority (whether valid or

invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage,

acts of terrorism, labor problems (including lockouts, strikes and slowdowns), inability

to obtain power, material, labor equipment or transportation, or court injunction or

order; provided that written notice of such delay (including the anticipated duration of

the delay) shall be given by the affected party to the other party as soon as possible

after the event or occurrence (but in no event more than 10 days thereafter). During

the period of such delay or failure to perform by Seller, Buyer, at its option, may

purchase goods and services from other sources and reduce its schedules to Seller by

such quantities, without liability to Seller, or have Seller provide the goods and services

from other sources in quantities and al times requested by Buyer, and at the price set

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forth in this contract. In addition, Seller at its expense shall take such actions as are

necessary to ensure the supply of goods and services to Buyer for a period of at least

30 days during any anticipated labor disruption or resulting from the expiration of Seller's

labor contract(s). If requested by Buyer, Seller shall, within 10 days, provide adequate

assurances that the delay shall not exceed 30 days. If the delay lasts more than 30 days

or Seller does not provide adequate assurance that the delay will cease within 30 days,

Buyer may immediately terminate this contract without liability.

9. WARRANTY:

Seller warrants/guarantees that the goods covered by this contract will conform to the

specifications, drawings, samples, or descriptions furnished to or by Buyer, and will be

merchantable, of good material and workmanship and free from defect. In addition,

Seller acknowledges that Seller knows of Buyer's intended use and warrants/guarantees

that all goods covered by this contract that have been selected, designed, manufactured

or assembled by Seller based upon Buyer's stated use will be fit and sufficient for the

particular purposes intended by Buyer. The warranty period shall be that provided by

applicable law, except that if Buyer offers a longer warranty to its customers for goods

installed on vehicles, such longer period shall apply.

10. INGREDIENTS DISCLOSURE; SPECIAL WARNINGS AND INSTRUCTIONS:

If requested by Buyer, Seller shall promptly furnish to Buyer in such form and detail as

Buyer may direct: (a) a list of all ingredients in the goods; (b) the amount of all

ingredients; and (c) information concerning any changes in or additions to such

ingredients. Prior to and with the shipment of the goods, Seller agrees to furnish to

Buyer sufficient warning and notice in writing (including appropriate labels on the goods,

containers and packing) of any hazardous material that is an ingredient or a part of any

of the goods, together with such special handling instructions as may be necessary to

advise carriers, Buyer, and their respective employees of how to exercise that measure

of care and precaution that will best prevent bodily injury or property damage in the

handling, transportation, processing, use or disposal of the goods, containers and

packing shipped to Buyer.

11. INSOLVENCY:

Buyer may immediately terminate this contract without liability to Seller in any of the

following or any other comparable events: (a) insolvency of Seller; (b) filing of a

voluntary petition in bankruptcy by Seller; (c) filing of any involuntary petition in

bankruptcy against Seller; (d) appointment of a receiver or trustee for Seller; or (e)

execution of an assignment for the benefit of creditors by Seller, provided that such

petition, appointment or assignment is not vacated or nullified within 15 days of such

event. Seller shall reimburse Buyer for all costs incurred by Buyer in connection with any

of the foregoing, including, but not limited to, all attorneys or other professional fees.

12. TERMINATION FOR BREACH OR NONPERFORMANCE; SALE OF ASSETS OR

CHANGE IN CONTROL: Buyer reserves the right to terminate All or any part of this contract, without liability to Seller, if Seller: (a) repudiates or breaches any of the terms of this contract, including Seller's warranties; (b) fails to perform services or deliver goods as specified by Buyer; (c) fails to make progress so

as to endanger timely and proper completion of services or delivery of goods; and does not correct such failure or breach within 10 days (or such shorter period of time if commercially reasonable under the circumstances) after receipt of written notice from Buyer specifying such failure or

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breach. In addition, Buyer may terminate this contract upon giving at least 60 days notice to Seller, without liability to Seller, if Seller (i) sells, or offers to sell, a material portion of its assets, or (ii) sells or exchanges, or offers to sell or exchange, or causes to be sold or exchanged, a sufficient amount of its stock that effects a change in the control of Seller; or (d) The other Party defaults in warranty, or representation hereunder, and the default is not cured after thirty (30)

days written notice to the defaulting Party by the non-defaulting Party or; (e) The other Party is subject to any administrative or governmental action that suspends or terminates its business or that portion of its business that relates to any outstanding Orders; or (f) The other Party makes a general assignment for the benefit of creditors, suspends business, or commits any act amounting to business failure, or makes a voluntary assignment or transfer of all or substantially all of its property; or (g) A voluntary petition under Title 11, U.S.C., as amended, or any successor statute

(the "Bankruptcy Code") is filed by the other Party, or any involuntary petition to obtain an order for relief against the other Party is filed under the Bankruptcy Code that is not vacated within sixty

(60) days from the date of filing, or a receiver or custodian (as defined in the Bankruptcy Code) is appointed under the Bankruptcy Code for such other Party, which appointment is not vacated within sixty (60) days from the date of appointment.

13. TERMINATION FOR CONVENIENCE: In addition to any other rights of Buyer to terminate this contract, Buyer may, at its option, immediately terminate all or any part of this contract, at any time and for any reason, by giving written notice to Seller. Upon such termination, Buyer shall pay to Seller the following amounts without duplication: (a) the contract price for all goods or services that have been completed in accordance with this contract and not previously paid for; and (b) the actual costs of work-in-

process and raw materials incurred by Seller in furnishing the goods or services under this contract to the extent such costs are reasonable in amount and are properly allocable or apportionable under general/y accepted accounting principles to the terminated portion of this contract; less, however, the sum of the reasonable value or cost (whichever is higher of any goods or materials used or sold by Seller with Buyer's written consent, and the cost of any damaged or destroyed goods or material. Buyer will make no payments for finished goods, services, work-in-process or

raw materials fabricated by Seller in amounts in excess of those authorized in delivery releases

nor for any undelivered goods that are in Seller's standard stock or that are readily marketable. Payments made under this Paragraph shall not exceed the aggregate price payable by Buyer for finished goods or services that would be produced or performed by Seller under delivery or release schedules outstanding at the date of termination. Except as provided in this Paragraph, Buyer shall not be liable for and shall not be required to make payments to Seller; directly or on account of claims by Seller's subcontractors, for loss of anticipated profit, unabsorbed overhead, interest

on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, or general and administrative burden charges from termination of this contract. Within 60 days from the effective date of termination, Seller shall submit a comprehensive termination claim to Buyer with sufficient supporting data to permit Buyer's audit, and shall thereafter promptly furnish such supplemental and supporting information as Buyer shall request. Buyer or its agents shall have the right to audit and examine all books, records, facilities, work, material, inventories and other items relating to any termination claim of

Seller.

14. INTELLECTUAL PROPERTY: Seller agrees: (a) to defend, hold harmless and indemnify Buyer, its successors and customers against any claims of infringement (including patent, trademark, copyright, industrial design right,

or other proprietary right, or misuse or misappropriation of trade secret) and resulting damages and expenses (including attorneys and other professional fees) arising in any way in relation to the goods or services contracted, including such claims where Seller has provided only part of the goods or services; Seller expressly waives any claim against Buyer that such infringement arose out of compliance with Buyer's specification; (b) that Buyer or Buyer's subcontractor has the right to repair, reconstruct, or rebuild the specific goods delivered under this contract without payment of any royalty to Seller; (c) that parts manufactured based on Buyer's drawings and/or

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specifications may not be used for its own use or sold to third parties without Buyer's express written authorization; and (d) to the extent that this contract is issued for the creation of copyrightable works, the works shall be considered "works made for hire;" to the extent that the works do not qualify as "works made for hire," Seller hereby assigns to Buyer all right, title and interest in all copyrights and moral rights therein.

15. TECHNICAL INFORMATION DISCLOSED TO BUYER: Seller agrees not to assert any claim (other than a claim for patent infringement) with respect to any technical information that Seller shall have disclosed or may hereafter disclose to Buyer in connection with the goods or services covered by this contract.

16. INDEMNIFICATION:

If Seller performs any work on Buyer's premises or utilizes the property of Buyer,

whether on or off Buyer's premises, Seller shall indemnify and hold Buyer harmless from

and against any liability, claims, demands or expenses (including attorneys and other

professional fees) for damages to the property of or injuries (including death) to Buyer,

its employees or any other person arising from or in connection with Seller's performance

of work or use of Buyer's property, except for such liability, claim, or demand arising out

of the sole negligence of Buyer.

17. INSURANCE:

Seller shall maintain insurance coverage with carriers acceptable to Buyer and in the

amounts set forth in the Special Terms. Seller shall furnish to Buyer either a certificate

showing compliance with these insurance requiren1ents or certified copies of all

insurance policies within 10 days of Buyer's written request. The certificate will provide

that Buyer will receive 30 days' prior written notice from the insurer of any termination

or reduction in the amount or scope of coverage. Seller's furnishing of certificates of

insurance or purchase of insurance shall not release Seller of its obligations or liabilities

under this contract.

18. SELLER'S PROPERTY:

Unless otherwise agreed to by Buyer, Seller, at its expense, shall furnish, keep in good

condition, and replace when necessary all machinery, equipment, tools, jigs, dies,

gauges, fixtures, molds, patterns and other items ("Seller's Property") necessary for the

production of the goods. The cost of changes to Seller's Property necessary to make

design and specification changes authorized by Buyer shall be paid for by Buyer. Seller

shall insure Seller's Property with full fire and extended coverage insurance for its

replacement value. Seller grants Buyer an irrevocable option to take possession of and

title to Seller's Property that is special for the production of the goods upon payment to

Seller of its net book value less any amounts that Buyer has previously paid to Seller for

the cost of such items; provided, however, that this option shall not apply if Seller's

Property is used to produce goods that are the standard stock of Seller or if a substantial

quantity of like goods are being sold by Seller to others.

19. BUYER'S PROPERTY:

All supplies, materials, tools, jigs, dies, gauges, fixtures, molds, patterns, equipment

and other items furnished by Buyer, either directly or indirectly, to Seller to perform this

contract, or for which Seller has been reimbursed by Buyer, shall be and remain the

property of Buyer and held by Seller on a bailment basis ("Buyer's Property''). Seller

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shall bear the risk of loss of and damage to Buyer's Property. Buyer's Property shall at

All times be properly housed and maintained by Seller, at its expense, shall not be used

by Seller for any purpose other than the performance of this contract; shall be deemed

to be personalty; shall be conspicuously marked by Seller as the property of Buyer; shall

not be commingled with the property of Seller or with that of a third person; and shall

not be moved from Seller's premises without Buyer's prior written approval. Buyer shall

have the right to enter Seller's premises at all reasonable times to inspect such property

and Seller's records with respect thereto. Upon the request of Buyer, Buyer's Property

shall be immediately released to Buyer or delivered to Buyer by Seller, either (i) F.0.B.

transport equipment at Seller's plant, properly packed and marked in accordance with

the requirements of the carrier selected by Buyer to transport such property, or (ii) to

any location designated by Buyer, in which event Buyer shall pay to Seller the reasonable

costs of delivering such property to such location. When permitted by law, Seller waives

any lien or other rights that Seller might otherwise have on any of Buyer's Property for

work performed on such property or otherwise.

20. SERVICE AND REPLACEMENT PARTS:

Seller will sell to Buyer goods necessary for it to fulfill its current model service and

replacement parts requirements at the price(s) set forth in this contract. 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. During the 15 year period after Buyer completes

current model purchases, Seller will sell goods to Buyer to fulfill Buyer's past model

service and replacement parts requirements. Unless otherwise agreed to by Buyer, the

price(s) during the first 3 years of this period shall be those in effect at the conclusion

of current model purchases. For the remainder of this period, the price(s) for goods shall

be as agreed to by the parties. When requested by Buyer, Seller shall make service

literature and other materials available at no additional charge to support Buyer's service

part sales activities.

21. REMEDIES:

The rights and remedies reserved to Buyer in this contract shall be cumulative with, and

additional to, all other or further remedies provided in law or equity. Without limiting the

foregoing, should any goods fail to conform to the warranties set forth in Paragraph 9,

Buyer shall notify Seller and Seller shall, if requested by Buyer, reimburse Buyer for any

incidental and consequential damages caused by such nonconforming goods, including,

but not limited to, costs, expenses and losses incurred by Buyer (a) in inspecting,

sorting, repairing or replacing such nonconforming goods; (b) resulting from production

interruptions, (c) conducting recall campaigns or other corrective service actions, and

(d) claims for personal injury (including death) or property damage caused by such

nonconforming goods. lf requested by Buyer, Seller will enter into a separate agreement

for the administration or processing of warranty chargebacks for nonconforming goods.

22. CUSTOMS; EXPORT CONTROLS:

Credits or benefits resulting or arising from this contract, including trade credits, export

credits or the refund of duties, taxes or fees, shall belong to Buyer. Seller shall provide

all information necessary (including written documentation and electronic transaction

records) to permit Buyer to receive such benefits or credits, as well as to fulfill its

customs related obligations, origin marking or labeling requirements and local content

origin requirements, if any. Export licenses or authorizations necessary for the export

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of the goods shall be the responsibility of Seller unless otherwise indicated in this

contract, in which event Seller shall provide such information as may be necessary to

enable Buyer to obtain such licenses or authorization(s). Seller shall undertake such

arrangements as necessary for the goods to be covered by any duty deferral or free

trade zone program(s) of the country of import.

23. SETOFF/RECOUPMENT:

In addition to any right of setoff or recoupment provided by law, all amounts due to

Seller shall be considered net of indebtedness of Seller and its affiliates/subsidiaries to

Buyer and its affiliates/subsidiaries; and Buyer shall have the right to set off against or

to recoup from any amounts due to Seller and its affiliates/subsidiaries from Buyer and

its affiliates/subsidiaries.

24. NO ADVERTISING:

Seller shall not, without first obtaining the written consent of Buyer, in any manner

advertise or publish the fact that Seller has contracted to furnish Buyer the goods or

services covered by this contract, or use any trademarks or trade names of Buyer in

Seller's advertising or promotional materials.

25. COMPLIANCE WITH LAWS; FORCED LABOR:

Seller, and any goods or services supplied by Seller, shall comply with All applicable

laws, rules, regulations, orders, conventions, ordinances or standards of the country(ies)

of destination or that relate to the manufacture, labeling, transportation, importation,

exportation, licensing, approval or certification of the goods or services, including, but

not limited to, those relating to environmental matters, wages, hours and conditions of

employment, subcontractor selection, discrimination, occupational health/safety and

motor vehicle safety. Seller further represents that neither it nor any of its

subcontractors will utilize slave, prisoner or any other form of forced or involuntary labor

in the supply of goods or provision of services under this contract. At Buyer's request,

Seller shall certify in writing its compliance with the foregoing. Seller shall inde1nnify

and hold Buyer harmless from and against any liability claims, demands or expenses

(including attorneys or other professional fees) arising from or relating to Seller's

noncompliance.

26. NO IMPLIED WAIVER:

The failure of either party at any time to require performance by the other party of any

provision of this contract shall in no way affect the right to require such perfom1ance at

any time thereafter, nor shall the waiver of either party of a breach of any provision of

this contract constitute a waiver of any succeeding breach of the same or any other

provision.

27. NON-ASSIGNMENT:

Unless otherwise specifically prohibited by applicable law, Seller may not assign or

delegate its rights or obligations under this contract without Buyer's prior written

consent.

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28. RELATIONSHIP OF PARTIES:

Seller and Buyer are independent contracting parties and nothing in this contract shall

make either party the agent or legal representative of the other for any purpose

whatsoever, nor does it grant either party any authority to assume or to create any

obligation on behalf of or in the name of the other.

29. CHOICE OF LAW; VENUE

The Agreement is governed by and will be construed in accordance with the laws of the

State of Indiana without giving effect to any choice of law or to conflicts of law provision

or rule (whether of the State of Indiana or any other jurisdiction) that would cause the

application of the law of any jurisdiction other than the State of Indiana.

The parties hereto hereby irrevocably submit to the jurisdiction of any state or federal

court serving Ripley County, Indiana over any claim or dispute arising out of or relating

to this agreement or any of the transactions contemplated hereby, and each party

irrevocably agrees that All claims or disputes shall be heard and determined in any such

courts exclusively. The parties hereby irrevocably waive, to the fullest extent pem1itted

by applicable law, any objection which they may now or hereafter have to the laying of

venue of any such dispute brought in any such court or any defense of inconvenient form

for the maintenance of such dispute or claim. Each of the parties hereto agrees that a

judgment concerning any such claim or dispute may be enforced in other jurisdictions

by suit on the judgment or in any other matter provided by law.

30. SEVERABILITY

If any term(s) of this contract is invalid or unenforceable under any statute, regulation,

ordinance, executive order or other rule of la\v, such term(s) shall be deemed reformed

or deleted, as the case may be, but only to the extent necessary to comply with such

statute, regulation, ordinance, order or rule, and the remaining provisions of this

contract shall remain in full force and effect.

31. ENTIRE AGREEMENT:

This contract, together with the attachments, exhibits, supplements or other terms of

Buyer specifically referenced in this contract, constitutes the entire agreement between

Seller and Buyer with respect to the matters contained in this contract and supersedes

all prior oral or written representations and agreements. This contract may only be

modified by a contract amendment issued by Buyer.

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Troqueladora Batesville de Mexico Standard Work Instruction

Request Process Change Approval

INSTRUCTION Work Instruction is not in sequential order. Form F-6.1.4d is issued to the Supplier requesting a process change from TBM's Supplier Quality Technician. 1.) Who - Internal, Customer or Supplier - Supplier Name and Address- Name of Supplier

responsible and address of facility.

2.) Job Number – TBM job number which is assigned to the part. 3.) Part Name - Part Name found on print. 4.) Part Number - Part Number found on print. 5.) Change - Indicate the type of change requested. 6.) Reason for Change - Describe the reason for the requested change.

7.) Effect of Change - Describe any effect the change may have on the part. 8.) Identification of Change: Describe how the parts will be identified to show the change.

9.) Duration of Change - Indicate the time frame of this change. 10.) Time to incorporate Change after Approval Date - Designate the time it takes to incorporate

the change. Note: Time is in weeks. 11.) Tooling or Facility Change Required - Identify if the change requires either the tooling or

current location of the facility to change. Is the cost affected? If yes, please provide a cost breakdown. Use an additional sheet if required.

12.) Piece Price Affected - Is the piece price affected by the change? If yes, please provide a cost breakdown. Use an additional sheet if required.

13.) Signature - Supplier Signature making request. 14.) Date - Date the RPCA is submitted to TBM. 15.) Title - Professional title of person making request. 16.) Samples Required - If samples of change are required to be submitted to the Supplier Quality

Technician, or responsible TBM Associate it is be noted in this section. These samples are

submitted so that a decision can be made by TBM Associate.

17.) Accredited Lab Certification Required - If parts need to be certified by an accredited lab, it is noted in this section.

18.) Rejected - If the change request is rejected, it is noted in this section. The reason for the rejection is noted in this section.

19.) Approved by - Representative from Purchasing and/or Supplier Quality must sign off request depending on type of request.

Note: Change is not to be incorporated until documented approval from TBM is received.

Whoever is requesting the change is responsible for completing items 1 - 15. Once completed forward a copy to TBM's Quality Department, Attention: Customer or Supplier Quality Technician. TBM's Customer/Supplier Quality Technician or appropriate Associate completes 16-19. Once

evaluated a copy is sent back to the Customer/Supplier approving or disapproving the request.

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Supplier´s Confirmation Signature

Supplier Representative Signature in this document, is the confirmation that supplier

should meet all requirements stablished in this “Suppliers Manual”, and get involved

actively in the Customer Requirements Accomplishment Program

Supplier should get back this page with its signature to TBM´s Purchasing Personal as

soon as possible.

Supplier´s name _____________________________________________

Address ________________________________________________________

________________________________________________________________

_____________________________

SUPPLIER REPRESENTATIVE

(DATE)

______________________________

POSITION

_________________________________

NAME & SIGNATURE