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T.RAD North America

http://www.tradna.com/

Supplier Manual

http://www.tradna.com/

11/12/14 Revision: #10

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Subject: T.RAD NA Copper/Brass, Aluminum & Stainless Steel Supplier Manual

Dear Valued Supplier:

T.RAD has assembled a manual for all new and current suppliers. The manual is structured

as a guide for suppliers to continue with quality products with superior performance. The

enclosed requirements and expectations will improve service to our customers, which will

meet and/or exceed our goals for satisfaction.

Enclosed will be the Supplier Manual and the letter stating that the manual has been

received by your company and has been reviewed. Please sign the letter and return copy to

T.RAD.

T.RAD looks forward to continued success with your company. If you have any questions

about the manual, please contact myself at anytime. Contact me via email at

[email protected] or by phone (270) 890-8546 or [email protected] or by

phone (270) 890-8568

Sincere Regards,

Janet Glass

Purchasing Manager

mailto:[email protected]

mailto:[email protected]

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T.RAD Copper/Brass, Aluminum & Stainless Steel Supplier Manual

Received/Reviewed Form

T.RAD is committed to providing products and services to our customers that fully

meet their requirements and always on time. This manual is to increase improvement

and quality from our valued suppliers.

Please read and sign the following statement.

______________________________ (Company Name) has received and reviewed

the contents of the enclosed T.RAD Copper/Brass, Aluminum & Stainless Steel

Supplier Manual. If any questions should arise pertaining to the contents of the

manual, a member of the company will contact the Purchasing Manager or a member

of Purchasing Department to have the section explained to our company.

_______________________________

Printed Name

_______________________________

Signature

_______________________________

Title

_______________________________

Date

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NOTE: Please return to T.RAD

COPPER/BRASS, ALUMINUM & STAINLESS STEEL Supplier Manual

Supplier Manual: Revision Record

Revision Date Revision Revised By

10/27/2004 Supplier Manual Issue Date M. Bell

10/10/2005 Update Complete Manual for T.RAD D. Redden

10/10/2005 Warrant Agreement D. Redden

10/10/2005 IMDS Requirements D. Redden

08/01/2008 Complete Manual J. Leek

07/15/2009 Updated Employee Status J. Leek

8/10/2009 Add table for banned or declared

substances

D. Hadenwald

2/1/2011 Updated manual for contacts J. Glass

7/7/14 Update manual J. Glass

11/12/2014 Update manual J.Glass

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Introduction

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Table of Contents

I. Introduction/Welcome

II. The Manual’s Purpose

III. T.RAD Contacts

IV. Quality Policy

V. Quality Assurance

VI. Product Non-Conformance

VII. Supplier Performance

VIII. Purchasing Information

IX. Approved Suppliers Monitoring/Assessment

X. Confidentiality

XI. Releases and Forecasts

XII. Purchase Order Terms and Conditions

XIII. Packaging

XIV. Traceability

XV. NAFTA

XVI. IMDS

XVII. Warranty Agreement

XVIII. Forms

a. Supplier Survey Questionnaire (F-6.1)

b. Confidentiality Agreement

c. Lot Number Display Details

d. Process Change Request

e. Supplier Deviation Request Sheet

f. Supplier Audit Sheet

g. Process Change Request

h. Confidentiality Agreement

i. Supplier Agreement


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Introduction

To All of T.RAD’s Current and Future Suppliers,

T.RAD is committed to providing quality products on time 100% to our

valued customer with superior performance from our suppliers. T.RAD is dedicated

to continuous improvement in all areas of business. The suppliers help us to meet

our commitment to our valued customers.

Suppliers of materials, parts and service are expected to help us optimize the

use of their products or services to add maximum value to T.RAD and subsequently

our customers. With this in mind, T.RAD has created this Supplier Manual in order

to detail our expectations and goals of our current and future suppliers.


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The Manual’s Purpose

The purpose of this manual is to communicate the requirements and expectations of

T.RAD to those current and future suppliers whose goods and/or services directly

impact the quality of T.RAD’s products (I.E. Approved Suppliers). T.RAD’s goal is

to work closely with our suppliers, in order, to improve service to our customers and

meet and/or exceed our goals for customer satisfaction.

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CONTACTS

Satisfying our customers relies heavily on effective and efficient communication between

T.RAD and our suppliers. You are encouraged to develop an excellent working relationship

with your T.RAD counterparts, through the use consistent, frequent and structured

communications. T.RAD normal business contacts are listed below

Contact Capacity Phone

Janet Glass Purchasing Manager 270-890-8546

Miki Okamoto Asst. Purchasing Manager 270-890-8568

Melissa Mart Purchasing Clerk 270-890-8541

Tammy Merrick Purchasing Clerk 270-890-8557

Susan Murphy Purchasing Clerk 270-890-8636

Dottie Elgin Purchasing Clerk 270-890-8655

Tia Smallridge Purchasing Clerk 270-890-8643

Brad Kisselbaugh Supplier Quality Engineer 270-890-8624

Monty Guier Quality General Manager 270-890-8556

Justin Kirk Quality Manager 270-890-8521

Christy Clark CS/PC Manager 270-890-8549

Amy Sites Accounting /Finance General Manager 270-890-8233

Cindy Williams Account Payable 270-890-8261

Melody Lashley Accounts Payable 270-890-8209

Tad Aoyama Design Engineering General Manager 270-890-8232

Matt Crosby Design Engineering. Manager 270-890-8215

Enrique Maldonado Receiving Supervisor 270-890-8212

Dawn Graddy Environmental Manager 270-890-8221

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Policies

Safety Policy

T.RAD realizes that the most important assets to the company are its employees. As such,

the safety and health of these employees cannot be over-emphasized. Therefore, the

policy of this company is to provide safe equipment, work places, and environment to the

maximum extent possible within the limitations of human error.

Environment Policy

T.RAD will ensure that its environmental management system remains as a continuous

improvement program committed to the reduction of pollution. By adherence to all

applicable environmental regulations, T.RAD will ensure that its employees, customers,

end-users, local community, and society are protected from and adverse environmental

impacts resulting from the T.RAD manufacturing process. The T.RAD Environmental

Policy is available for public review.

Safety, Health and Environmental Objectives

The following objectives will be used to sustain and improve our commitment to the

above Safety, Health and Environmental Statement and Environment Policy:

Research Support - Increase our knowledge by conducting or researching information

on the health, safety, and environmental effects of our products, processes, and waste

materials.

Plant Operations - Operate our plants and facilities in a matter that protects the

environment and the health, safety of our employees and the public, and is efficient in the

use of natural resources and energy.

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Management Planning - Make health, safety, and environmental considerations a

priority in our planning for all existing and new product and processes.

Product and Process Planning - Develop, produce and market products that can be

manufactured, transported, used, and safely disposed of in a way that poses no undue

environmental impact.

Customer Information - Communicate with customers on the safe use, transportation,

storage, and disposal of our product.

Public Policy - Participate with local community and state action groups in development

of responsible laws, regulations, and standards to safeguard the community, workplace,

and environment.

Performance Measurement - Measure our environmental performance on a regular

basis and communicate to management, employees, customers, end users, and the public

recommended protective and preventative measures.

Response to Community Concerns- Recognize and respond to community concerns

relating to actual and potential impacts regarding safety, health or environmental

practices involving the T.RAD manufacturing processes.

Employee Involvement- Encourage all T.RAD employees to apply the same principles

of health, safety, and environmental used on the job to their every day actions.

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Quality Policy

MISSION

T.RAD will satisfy or exceed the expectations of our stakeholders by maintaining

leadership in our present manufacturing processes, while pursuing growth opportunities

that are compatible with our core competencies.

VALUES

We will uphold the highest ethical standards in our interactions wit our customers,

suppliers, community, and each other.

We will provide recognition base on contributions of the ideas and efforts that lead to the

successful improvement in the way we work, the quality of our products, and the total

success of the company.

QUALITY POLICY

T.RAD will meet or exceed customer requirements in quality, cost, and delivery by

maintaining a customer focused approach to continual improvement.

OBJECTIVES

Our success story will be measured by attainment of the following objectives and the

satisfaction of our internal and external customers:

Continually improve our Operational Effectiveness as measured by production

efficiencies, direct labor costs, scrap rates, and Cost of Poor Quality.

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Achieve Environmental Control of our operations by maintaining an effective

Environmental Management System committed to the reduction of pollution and

compliant to all Federal, State, and Local regulations.

Maintain Customer Satisfaction by meeting or exceeding their expectations for

quality, delivery, and value, as measured by plant metrics and customer feedback.

Continually improve our Supply Chain Management as measured by supplier quality,

on-time-delivery, and piece price reductions as well as education on green

procurement, our customer guidelines.

Strive for improved Employee Satisfaction by maintaining effective communications,

skills development programs, employee empowerment, and performance appraisal

systems.

Maintain effective Financial Controls in order to achieve Profit and Return on Sales

targets as dictated by our parent company, T.RAD JAPAN. We have also

implemented JSOX financial program.

Utilize Research & Development to achieve business growth by developing new

products and technologies, improving current manufacturing practices, and entering

new markets.

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Quality Control

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Non Conforming Product:

All products that are not within drawing and/or purchase order specifications will be

rejected by T.RAD for the reason of non-conformance. At the supplier’s request and

expense, the product will be sorted, returned or scrapped. Additional cost associated with

product shortages due to supplier quality problems including and related to sorting,

freight, labor, line stoppages and more will be reviewed by the T.RAD Purchasing and

the supplier, and will become the responsibility of the supplier.

A T.RAD Purchasing or Quality representative will notify suppliers of any non-

conforming product found at T.RAD and issue a NCR (Non-Conformance Report). The

NCR will require a corrective action response to be within a designated time of

notification. Any past due NCRs will result in 5% reduction in monthly supplier rating.

Cost for Non-Conformance is in ATTACHMENT A of Supplier Agreement

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Supplier Performance/Developement

The goal T.RAD SUPPLIERS:

Supplier Development program: Ranking System

Item Goal Score

On Time Delivery 100% 20

85-90% 15

70-84% 10

55-69% 5

55 –below 0

Quality 50ppm< 20

50-100ppm 15

101-200ppm 10

200-above 0

Warranty 0 20

NCR Response No late response 5

Line Stoppage 0 10

Parts Screening 0 5

Premium Freight 0 5

Kaizen Activity 1/month 10

Cost Savings 1/year 5

Customer Service 100% 5

P=101-105 Partner Ranking= T.RAD’s most valuable supplier ranking.

A=95-100 Excellent supplier

B=90-95 Satisfactory supplier

C=80-90 Needs improvement

D=80< Probationary or unacceptable performance

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T.RAD will update supplier performance monthly, and provide suppliers access to their

performance posting. Supplier performance reporting will include quality, on-time

delivery, Warranty, timely response to NCR, Line stoppage, parts screening, premium

freight, Kaizen activity, Cost Savings, and Customer Service. A poor performance score

shall be used both as part of future sourcing decisions and focusing on continuous

improvement efforts.

Each shipment is received as a lot. If there is one rejection in the lot, that will be

determined defective. We shall then calculate your quality as one defective lot and report

a percentage accepted at month end. The delivery rating will be determined in the same

manner. There will be a 5% reduction in your rating for each late NCR. If you need

more time to do an effective action, please contact us and we can change the date.

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Purchasing Information

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Deviation/Process Request

Supplier Deviation Request

Any part submitted to T.RAD that does not meet T.RAD requirements will need a

Supplier Deviation Request Form filled out. This form can be found in the forms section

of the manual. Please submit completed form to your buyer, If it is unclear; please

contact your buyer for clarification.

Process Change Request

Parts requiring a change after PPAP approval will have to be submitted on the Process

Change Request Form. This form can be found in the forms section of this manual.

Process Changes are defined in the matrix below. Please submit completed form to your

buyer. If it is unclear; please contact your buyer for clarification.

PROCESS CHANGE MATRIX

Major Classification Subject Level

A B C

Machine Machine/Equipment Newly-Built or Replacement X

Rebuild, Machine Conditions Change X

Tooling Newly-Built (Addition) or Replacement X

Rebuild, Set-up Change X

Jig Fin Roll: Newly-Built (Addition), Update, Rebuild, Specification Change X

Baking Jig: Rebuild, Specification Change X

Inspection Jig; Newly Built or Update X

Welding Jig; Newly-Built or Update X

Inspection Equipment Change of inspection equipment X

Measurement

Instrument

Change of measuring equipment (Type) X

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Replacement of measuring equipment X

Process Process Condition or Method Change on Important process. X

Heat Treatment / Welding Process Change X

Supplier Tier 1 Supplier Change (Include increasing number of supplier 1=>2) X

Tier 2 Supplier Change (Including Increasing Number of supplier 1=>2) X

Material Main Material Changing material maker X

Sub-Material Changing maker of specification of paint / Wash Chemical / Brazing Material /

Welding Rod / Oil ect.

X

Changing maker without specification change. X

Man Reassignment Change of supervisor or group leader X

Change of final inspector (either production or QA Staff). X

Reassignment of operator between plant / line X

Changing of operator on Important Process. X

New Hire Assignment of new hire position to mass production line X

Design Drawing Revision Part drawing change that alters the physical structure of the part (new part

drawing after product launch)

X

Design change that does not affect part such as part number or part name. X

Transportation Delivery Change in delivery method, packaging materials or containers. X

Definitions

Specification Change Changing of Shape or Material

Remodel Changing from Original Shape

Condition Change Changing beyond Standard which is stated on work standard ect…

If difficult to judge, contact QA Dept.

1. NOTE: Deviation request and Process changes need T.RAD approval before the shipment of parts or the change in a process. The QA department is responsible for the release or rejection of this product. No one else has the authority to release this product.

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Approved Suppliers Monitoring/Assessment

Assessment

In order to be considered for the status of “Approved Supplier” to T.RAD, the

potential supplier must first complete an Approved Supplier Questionnaire, which is

available in the forms section of this manual. This survey shall be utilized by

T.RAD. to assess the ability of the supplier to become a T.RAD Approved Supplier.

T.RAD will contact the supplier to arrange a development meeting and/or supplier

site audit, if the survey results meet T.RAD’s supplier selection criteria.

See below for the forms that need to be completed and returned to TRAD before a

supplier is entered in as approved.

1. Approved Supplier form

2. Signed acknowledgement of Purchasing Manual

3. ISO certificate

4. Supplier Survey

5. Confidentiality Agreement

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Supplier Performance Monitoring Shall Include:

A. Delivered product quality

B. Customer disruptions including field returns

C. Delivery performance including incidents of premium freight

D. Special customer notifications related to quality or delivery issues

T.RAD promotes supplier monitoring of manufacturing process performance. The

supplier shall inform T.RAD of any incidents of premium freight related to T.RAD

purchased product.

Confidentiality

Due to the new business that T.RAD has acquired over the year, it is critical

to have a Confidentiality Agreement. T.RAD respects the privacy of all our

suppliers. This agreement is to protect your company and as well as T.RAD.

The confidentiality agreement is found in the forms section and is part of the

supplier Contract.

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Releases and Forecasts

Supplier requirements (releases) are created daily through T.RAD’s MRP system. As the

needs arise, the supplier will receive a release from an existing blanket PO. This release

may be transmitted via fax or e-mail depending on the arrangements made between

T.RAD and the supplier. These releases shall specify the item, quantity and delivery date

requirement of T.RAD. The supplier must immediately notify T.RAD of their inability to

meet any portion of the release.

T.RAD will transmit forecasts to assist in supplier planning. These forecasts must be

reviewed to ensure that there are no capacity or supply issues. The suppliers should use

these forecasts to modify their purchasing, capacity planning, manufacturing, and

inventory planning as to minimize the risk of part/material shortage.

T.RAD and the supplier must maintain effective communication to avoid any

interruptions that could affect the supply of production materials. T.RAD requires 100%

on time delivery of quality products to specified requirements.

Purchase Order

TERMS AND CONDITIONS

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1. This order shall be accepted by the Seller completing and promptly returning the

attached Acknowledgement Copy to Buyer.

2. The contract arising from the Seller’s acceptance of this order shall be constructed

in accordance with the laws of Kentucky and shall not be assigned by the seller

without written consent of the buyer.

3. This order shall not be filled at prices higher than the prices specified herein

unless otherwise agreed to in writing by the Buyer. The prices specified herein

shall include all sales and exercise taxes except those which the Seller is required

by law to collect from the Buyer. Any such sales or exercise taxes which the

Seller is required by law to collect from the Buyer shall be separately stated on

the Seller’s invoice and shall be paid by the Buyer unless the Buyer is entitled to

an exemption wherefrom.

4. Unless otherwise indicated, the prices specified herein include all charges for

packing, crating, and cartage to the point of delivery. All the shipments must be

accompanied by packing slips which describe the articles and state the order

number and point of delivery.

5. The Buyer shall not be liable for any production or shipment in excess of the

quantities specified herein, and any excess shipment may be returned to the Seller

at the Seller’s risk expense.

6. All articles are subject to the Buyer’s inspection at its point within a reasonable

time after delivery and payment therefore shall not constitute final acceptance.

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Defective articles may be returned to the Seller at the Seller’s risk and expense for

replacement by new articles, or at the option of the buyer, for full credit.

7. The Seller warrants that all articles will conform to all applicable designs,

drawings, specifications or samples furnished by the Buyer, and will be

merchantable and of good material and workmanship and free from defects. In

case where the Buyer makes known to the Seller the purposes for which the

articles are intended, the Seller warrants that the articles are fit and sufficient for

such purposes.

8. All tools, dies, patterns and other materials furnished by the Buyer to the Seller

for use by the Seller in the production of the articles shall remain the property of

the Buyer, and shall be kept by the Seller in as good of condition as when

received, ordinary wear and tear excepted. All such materials so furnished on

other than a charge basis shall be held on consignment by the Seller and the Seller

shall be liable for any damage of loss thereto.

9. No articles made according to designs, drawings, specifications or samples or by

means of tools, dies, patterns or other materials supplied by the Buyer to the

Seller shall be furnished to any other party without the written consent of the

Buyer.

10. The Buyer may alter the designs, drawings, specifications, patterns, and other

materials furnished for use in the production of the articles or otherwise modify

this order at any time upon written notice to the Seller. If any such modifications

affect the cost or time required for performance by the Seller, then an equitable

adjustment shall be made in the price specified herein.

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11. The Buyer may at any time after the delivery times stated herein by issuing

shipping schedules to the Seller.

12. If the Seller shall fail to deliver the articles within the time specified herein or in

the shipping schedules hereunder, or if the Seller shall fail to comply with any of

the terms, conditions, or warranties contained herein, then the Buyer may cancel

this order in whole or in part. It is understood and agreed that promptness of

delivery in accordance with the time specified herein or in the shipping schedules

issued hereunder is of the essence of this order.

13. The Seller agrees to defend, protect, hold, and save harmless the Buyer, its

successors and assigns, from and against all suits, damages, claims and costs

arising of any actual or alleged infringement of any Canadian patents by reason of

the sale or use of the articles by the Buyer.

14. The Seller agrees to fully observe and comply with all applicable Federal,

Provincial, and local rules, regulations and orders with respect to the production

and sale of the articles.

15. Neither the Buyer nor the Seller shall be liable for defaults or delays caused by

Acts of God or act of war, acts of Government, strikes, fires, floods, accidents or

other causes beyond its control.

16. Canadian Sellers will furnish, on request, Canadian Government Customs

Drawback Certificate of importation, Sale or Transfer, property completed in

accordance with Government Regulations, for Buyer’s account. If Seller defaults

in furnishing such certificate when requested, Seller agrees to reimburse Buyer for

and drawback which Buyer is unable to collect due to such default.

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ALL RAW MATERIAL AND COMPONENTS ARE TO BE MANUFACTURED

IN ACCORDANCE TO THE ISO 16949 STANDARD OR A T.RAD APPROVED

QUALITY SYSTEM.

All incoming hazardous materials require an up-to-date MSDS to be delivered with

the ordered material. Hazardous materials must be properly labeled.

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Packaging

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Bar Code Label Requirements

All production material must be marked with T.RAD North America’s Part#,

Quantity, Lot # and PO#.

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Note: All new or change point parts must have the above label on the 1st

package. Contact your buyer when the product has shipped out.

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Pallet Building Single Part Pallet

Build single part pallets properly:

1. All containers must be of the same part number.

2. A pallet consisting of a single layer of

containers must be at least two-thirds

(2/3) full (otherwise ship odd containers

on the miscellaneous pallet.)

3. “Master” label showing the entire pallet

quantity must be used. Place label at or

near the top of the pallet.

Mix Part Pallet

Build mixed parts pallets properly:

1. Pallet destination must be a single Plant.

2. The single part pallet build requirements

listed above must be followed.


containers must be at least two-thirds

full (otherwise, ship odd containers on

the miscellaneous pallet).

4. “Mixed Part” labels must be used listing

the total quantity of each part number.

Place label at or near top of the pallet.

5. Mixing expendable and returnable

containers on the same pallet is

prohibited.

6. Expendable containers should be placed

on an expandable pallet.

Pallet Layers

1. Cartons must be stacked on pallets in

even layers to maximize cube utilization

of a trailer.

2. When the containers equal two-thirds or

more of a layer, shipper must arrange

containers to support stacking of the

pallet as shown in this illustration.

12345 12345 Master

12345 12345 12345

12345 12345 12345

12350 12351 Mixed

12345 12345 12346

12347 12347 12347

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3. Correct pallet label “Master” or “Mixed”

must be used.


containers must be at least two-thirds full

(otherwise, ship odd containers on the

miscellaneous pallet).

Containers

Expendables

If expendable containers are used, they must:

- be fully stackable

- if palletized, placed on an expendable pallet

If used as a backup, expendables must also be:

- less than or equal to the returnable container dimensions

- contain identical standard pack quantity

Expandable packaging must meet the standards of T.RAD. In sum, those requirements

state that:

Corrugated pallets are required for all 500 pounds (227 KG) or less, where

performance and economics are acceptable. (Suppliers should check with their

customer plant for clarification or requirements, if necessary). Clear low-density

polyethylene film “stretch wrap” or nylon banding must be used to hold cartons

onto pallets.

Returnables

Due to the closed loop transportation system, each supplier on collection routes may be

required to handle empty returnable containers of subsequent suppliers on route. In most

cases, the largest volume supplier on a route is the initial stop on the route. This process

minimizes empty container handling.

Container Identification, Use and Care

Labels must be applied to opposite ends of the loaded container. All containers

must be clean and free of any prior part number labels. Containers should never

be stored outdoors. If suppliers have an ongoing excess of containers, they should

notify the customer plant or LSC for disposition. Do not use returnable containers

to support Tier III part manufacturing operations. Maintain a daily inventory of

containers, both full and empty.

Note: Containers must be pre-approved by T.RAD

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Traceability

T.RAD’s requirement is that all parts must have traceability from start to finish within the

supplier’s plant. There shall be a list with lot number and batch number assigned to part

orders. Also, a list with material and parts used to manufacture T.RAD’s production parts

shall be readily available, in case questions shall occur. Records must be kept for model

year plus 10 years.

Suppliers supplying material for final product assembly are required to label all

packaging in accordance with the respective verbal or written contract. All components

used in the manufacturing process will be identified to the end product. Components that

are carried in baskets, trays, containers, etc. will have a tag label, or card indicating the

part number.

If more than one component is being moved by a basket, tray, container or such, each

component will be tagged as to part number and job number assigned. Any part outside a

designated assembly area must have a tag that indicates the part number and/or job

number to which assigned. The end product will be labeled with a T.RAD product

number, T.RAD part number and customer part number.

NOTE: LOT TRACEABLITY FORM MUST BE FILLED OUT FOR EVERY

PRODUCT

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NAFTA

These operation standards were developed to assist you in providing information and

documentation to T.RAD, as required by the North American Free Trade Agreement

(NAFTA). These operation standards should not be considered as legal advice. Any

questions you may have regarding NAFTA regulations should be directed to your legal

counsel. T.RAD, Inc. recognizes that NAFTA reporting can be complex and time

consuming. Your efforts and continued support in providing accurate information in a

timely manner are appreciated. All parts manufactured and shipped yearly for T.RAD,

whether applicable or inapplicable, shall be filed because of tariff.

For your product to qualify for preferential duty treatment under NAFTA, it must meet

the applicable rules of origin. The primary objectives of these rules are to ensure that

non-NAFTA countries do not take advantage of NAFTA by performing only simple

assembly or minor processing operation of foreign components and materials in North

America (U.S., Canada and/or Mexico) will only qualify for NAFTA treatment if those

material are processed to the extent they undergo a specified change in tariff

classification. For some classes of merchandise the rules also require that either instead

of, or in addition to a change in tariff classification minimum percentage of the

completed product’s vale must consist of North American content. This North American

content may be in the form of materials and/or the direct cost of processing (e.g., labor

and allocated overhead) performed in North America.

The rate of customs duty reductions under NAFTA varies from country to country and

from product to product. The applicable rule of origin for each product and its duty rate

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are based upon the tariff classification of the product. Therefore, you must first determine

the tariff classification of each individual product that you supply to us under the

Harmonized Tariff Schedule. Accordingly, we will need a listing of your items classified

according to the Mexican and the Canadian tariff schedule. In the event you are not sure

of the specific tariff classification heading for your product going into these countries,

you can obtain binding ruling from the relevant customs authority. After you have

determined the applicable tariff classification number for each of the items you supply to

us, you must then determine what the rule of origin is under that tariff classifications and

whether your products satisfies it. If you believe your product is NAFTA eligible, you

should complete the certificate according to the instructions listed on the back of the

form. You must also provide the full name of your company, its address and your legal

tax identification number along with all other information requested on the Certificate of

Origin. An officer or authorized representative of your company must then sign the

document and return it to us.

You must keep a copy of the certificate and all supporting documentation in our files.

You are legally obligated to make and retain records supporting the determinations you

have made. Customs officials in the United States, Canada and Mexico may perform

investigation to verify the information provided on the Certificate of Origin. Therefore,

you should maintain all documents supporting the information you’ve provided for five

years from the time the blanket Certificate of Origin expires. If a customs official does

make an inquiry, you should notify us immediately. Likewise, if there is a change in any

of the information you have provided on the Certificate of Origin, you should also notify

us immediately.

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IMDS

Information

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Subject: Material I.D. Cross-reference

Dear Valued Supplier:

Thank you for your cooperation in returning your Nonuse Declaration of Banned

Substances forms. When requesting your assistance in our last correspondence, we failed

to ask for Declared Substances as well as Banned Substances.

Therefore, in an effort to accomplish our task of declaring or banning various substances,

we ask that you identify these banned or declarable substances on the following forms.

Please review the attached cross-reference spreadsheet. Complete, sign, and return the

attached forms before PPAP.

Should you have any questions, please call Dawn Dickerson at 270-890-8221 to assist

you. Again we thank you for your support and look forward to continued success with

our company.

Sincerely,

T.RAD Environmental Department

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Warranty

Information

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Warranty Agreement

This agreement will remain in affect for a minimum of 10 years from the date of signing.

Warranty

T.RAD and suppliers warrant to our customers that each product will:

- Conform to all customers’ specifications, drawings, samples and other

description furnished to or adopted by T.RAD.

- Conform to specifications or performance criteria provided by, or originating

from customers.

- Be free of non-conforming material and workmanship.

- Comply with all current safety standards (including labeling).

- Contain adequate warnings if applicable.

T.RAD North America and suppliers warranty to customers begins when the product is

delivered to the customer and continues for a term that coincides with the customers’

standard retail end user warranty.

End User is described as follows:

Automotive = 7 years/ 100,000 miles

Medium-duty truck = 5 years/unlimited miles

School bus = 5 years/100,000 miles

Recreational Vehicle = 5 years/100,000 miles

Fire Truck Apparatus = 5 years/100,000 miles

Reimbursement For Warranty Claims

T.RAD and suppliers shall reimburse the customer based on the individual customer

warranty requirements.

Failed Parts Return Policy

T.RAD and suppliers shall reimburse the customer based on the individual customer

warranty requirements.

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Customer Recall

In the event of a customer recall that relates to the product supplied by T.RAD, an

investigation will be conducted between the T.RAD group and the suppliers to determine

liability.

T.RAD and suppliers will complete a part failure analysis to determine what the root

causes are of the non-conforming product and who is responsible for the monetary value

for the customer.

Any recall that is the result of non-conforming product from the supplier, the total cost

will be the supplier’s responsibility.

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Forms

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NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the “Agreement”) is entered into on

this ___ day of ________, 201__, by and between _________________ (the “Supplier”)

and T. Rad North America, Inc., a Delaware Corporation (“T. Rad”).

T. Rad desires to participate in discussions regarding the acquisition of goods

and/or services from the Supplier (the “Transaction”). During these discussions, the

parties may share certain proprietary information with each other. Therefore, in

consideration of the mutual promises and covenants contained in this Agreement, and

other good and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, the parties hereto agree as follows:

1. Definition of Confidential Information.

(a) For purposes of this Agreement, “Confidential Information” means any

data or information that is proprietary to a party and not generally known to the public,

whether in tangible or intangible form, whenever and however disclosed, including, but

not limited to: (i) any marketing strategies, plans, financial information or projections, tax

information, operations, sales estimates, business plans and performance results relating

to the past, present or future business activities of such party, its affiliates, subsidiaries

and affiliated companies; (ii) plans for products or services, and customer or supplier

lists; (iii) any scientific or technical information, invention, design, process, procedure,

formula, improvement, technology or method; (iv) any concepts, reports, data, know-

how, works-in-progress, designs, development tools, specifications, computer software,

source code, object code, flow charts, databases, inventions, information and trade

secrets; and (v) any other information that should reasonably be recognized as

confidential information of the disclosing party. Confidential Information need not be

novel, unique, patentable, copyrightable or constitute a trade secret in order to be

designated Confidential Information. Both parties acknowledge that the Confidential

Information is proprietary to the disclosing party, has been developed and obtained

through great efforts by the disclosing party and that the disclosing party regards all of its

Confidential Information as trade secrets.

(b) Notwithstanding anything in the foregoing to the contrary, Confidential

Information shall not include information which: (i) was known by the a party prior to

receiving the Confidential Information; (b) becomes rightfully known by a party from a

third-party source not known (after diligent inquiry) to be under an obligation to maintain

confidentiality; (c) is or becomes publicly available through no fault of or failure to act

by the party in breach of this Agreement; (d) is required to be disclosed in a judicial or

administrative proceeding, or is otherwise requested or required to be disclosed by law or

regulation, although the requirements of Section 4 hereof shall apply prior to any

disclosure being made; and (e) is or has been independently developed by employees,

consultants or agents of a party without violation of the terms of this Agreement or

reference or access to any Confidential Information.

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2. Disclosure of Confidential Information.

From time to time, a party may disclose Confidential Information to the other

party. The party receiving the Confidential Information will: (a) limit disclosure of any

Confidential Information to its directors, officers, employees, agents or representatives

(collectively “Representatives”) who have a need to know such Confidential Information

in connection with the current or contemplated business relationship between the parties

to which this Agreement relates, and only for that purpose; (b) advise its Representatives

of the proprietary nature of the Confidential Information and of the obligations set forth

in this Agreement and require such Representatives to keep the Confidential Information

confidential; (c) shall keep all Confidential Information strictly confidential by using a

reasonable degree of care, but not less than the degree of care used by it in safeguarding

its own confidential information; and (d) not disclose any Confidential Information

received by it to any third parties (except as otherwise provided for herein).

Each party shall be responsible for any breach of this Agreement by any of their

respective Representatives.

3. Use of Confidential Information.

The party receiving the Confidential Information agrees to use the information

solely in connection with the current or contemplated business relationship between the

parties and not for any purpose other than as authorized by this Agreement without the

prior written consent of an authorized representative of the other party. No other right or

license, whether expressed or implied, in the Confidential Information is granted to the

receiving party hereunder. Title to the Confidential Information will remain solely in the

disclosing party. All use of Confidential Information by the receiving party shall be for

the benefit of the disclosing party and any modifications and improvements thereof by

the receiving party shall be the sole property of the disclosing party.

4. Compelled Disclosure of Confidential Information.

Notwithstanding anything in the foregoing to the contrary, the receiving party

may disclose Confidential Information pursuant to any governmental, judicial, or

administrative order, subpoena, discovery request, regulatory request or similar method,

provided that the receiving party promptly notifies, to the extent practicable, the

disclosing party in writing of such demand for disclosure so that the disclosing party, at

its sole expense, may seek to make such disclosure subject to a protective order or other

appropriate remedy to preserve the confidentiality of the Confidential Information;

provided in the case of a broad regulatory request with respect to the receiving party’s

business (not targeted at disclosing party), the receiving party may promptly comply with

such request provided the receiving party give (if permitted by such regulator) the

disclosing party prompt notice of such disclosure. The receiving party agrees that it shall

not oppose and shall cooperate with efforts by, to the extent practicable, the disclosing

party with respect to any such request for a protective order or other relief.

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Notwithstanding the foregoing, if the disclosing party is unable to obtain or does not seek

a protective order and the receiving party is legally requested or required to disclose such

Confidential Information, disclosure of such Confidential Information may be made

without liability.

5. Term.

This Agreement shall remain in effect so long as discussing, considering, and/or

engaging in the Transaction. Notwithstanding the foregoing, the parties’ duty to hold in

confidence Confidential Information that was disclosed hereunder shall remain in effect

indefinitely.

6. Remedies.

Both parties acknowledge that the Confidential Information to be disclosed

hereunder is of a unique and valuable character, and that the unauthorized dissemination

of the Confidential Information would destroy or diminish the value of such information.

The damages that would result from the unauthorized dissemination of the Confidential

Information would be impossible to calculate. Therefore, both parties hereby agree that

the disclosing party shall be entitled to injunctive relief preventing the dissemination of

any Confidential Information in violation of the terms hereof. Such injunctive relief shall

be in addition to any other remedies available hereunder, whether at law or in equity. The

disclosing party shall be entitled to recover its costs and fees, including reasonable

attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation

relating to this Agreement, the prevailing party shall be entitled to recover its reasonable

attorney’s fees and expenses.

7. Return of Confidential Information.

The receiving party shall immediately return and redeliver to the other all tangible

material embodying the Confidential Information provided hereunder and all notes,

summaries, memoranda, drawings, manuals, records, excerpts or derivative information

deriving there from and all other documents or materials (“Notes”) (and all copies of any

of the foregoing, including “copies” that have been converted to computerized media in

the form of image, data or word processing files either manually or by image capture)

based on or including any Confidential Information, in whatever form of storage or

retrieval, upon the earlier of (i) the completion or termination of the dealings between the

parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such

time as the disclosing party may so request; provided however that the receiving party

may retain such of its documents as is necessary to enable it to comply with its document

retention policies. Alternatively, the receiving party, with the written consent of the

disclosing party may (or in the case of Notes, at the receiving party’s option) immediately

destroy any of the foregoing embodying Confidential Information (or the reasonably

nonrecoverable data erasure of computerized data) and, upon request, certify in writing

such destruction by an authorized officer of the receiving party supervising the

destruction).

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8. Notice of Breach.

The receiving party shall notify the disclosing party immediately upon discovery

of any unauthorized use or disclosure of Confidential Information by receiving party or

its Representatives, or any other breach of this Agreement by receiving party or its

Representatives, and will cooperate with efforts by the disclosing party to help the

disclosing party regain possession of Confidential Information and prevent its further

unauthorized use.

9. No Binding Agreement for Transaction.

The parties agree that neither party will be under any legal obligation of any kind

whatsoever with respect to the Transaction by virtue of this Agreement, except for the

matters specifically agreed to herein. The parties further acknowledge and agree that they

each reserve the right, in their sole and absolute discretion, to reject any and all proposals

and to terminate discussions and negotiations with respect to the Transaction at any time.

This Agreement does not create a joint venture or partnership between the parties. If the

Transaction goes forward, the non-disclosure provisions of any applicable transaction

documents entered into between the parties (or their respective affiliates) for the

Transaction shall supersede this Agreement. In the event such provision is not provided

for in said Transaction documents, this Agreement shall control.

10. Warranty.

Each party represents that it has the right to make the disclosures under this

Agreement. The disclosing party warrants that it shall include in the Confidential

Information all information that it believes relevant for the purpose of the evaluation of

the Transaction. The disclosing party further warrants that all of its Confidential

Information is accurate and complete to the best of its knowledge. The disclosing party

understands and agrees that the recipient will be relying on the Confidential Information

in determining whether to proceed with the Transaction and the terms thereof.

11. Miscellaneous.

(a) This Agreement constitutes the entire understanding between the parties

and supersedes any and all prior or contemporaneous understandings and agreements,

whether oral or written, between the parties, with respect to the subject matter hereof.

This Agreement can only be modified by a written amendment signed by the party

against whom enforcement of such modification is sought.

(b) The validity, construction and performance of this Agreement shall be

governed and construed in accordance with the laws of Delaware applicable to contracts

made and to be wholly performed within such state, without giving effect to any conflict

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of law provisions thereof. The Federal and state courts located in the Western District of

Kentucky shall have sole and exclusive jurisdiction over any disputes arising under the

terms of this Agreement.

(c) Any failure by either party to enforce the other party’s strict performance

of any provision of this Agreement will not constitute a waiver of its right to

subsequently enforce such provision or any other provision of this Agreement.

(d) Although the restrictions contained in this Agreement are considered by

the parties to be reasonable for the purpose of protecting the Confidential Information, if

any such restriction is found by a court of competent jurisdiction to be unenforceable,

such provision will be modified, rewritten or interpreted to include as much of its nature

and scope as will render it enforceable. If it cannot be so modified, rewritten or

interpreted to be enforceable in any respect, it will not be given effect, and the remainder

of the Agreement will be enforced as if such provision was not included.

(e) Any notices or communications required or permitted to be given

hereunder may be delivered by hand, deposited with a nationally recognized overnight

carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage

prepaid, in each case, to the address of the other party first indicated above (or such other

addressee as may be furnished by a party in accordance with this paragraph). All such

notices or communications shall be deemed to have been given and received (a) in the

case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case

of delivery by a nationally recognized overnight carrier, on the third business day

following dispatch and (c) in the case of mailing, on the seventh business day following

such mailing.

(f) This Agreement is personal in nature, and neither party may directly or

indirectly assign or transfer it by operation of law or otherwise without the prior written

consent of the other party, which consent will not be unreasonably withheld. All

obligations contained in this Agreement shall extend to and be binding upon the parties to

this Agreement and their respective successors, assigns and designees.

(g) The receipt of Confidential Information pursuant to this Agreement will

not prevent or in any way limit either party from: (i) developing, making or marketing

products or services that are or may be competitive with the products or services of the

other; or (ii) providing products or services to others who compete with the other.

(h) Section headings used in this Agreement are for reference only and shall

not be used or relied upon in the interpretation of this Agreement.

(i) Nothing in this Agreement shall be deemed to create any partnership, joint

venture, or other joint business relationship between the parties.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of

the date first above written.

T. Rad North America, Inc.

By: By:

Name: Name:

Its: Its:

Date: Date:

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750 Frank Yost Lane ∙ Hopkinsville ∙ Kentucky ∙ 42240

T.RAD NA – Supplier Agreement

This Agreement made and entered into this __ day of_________ between T.RAD

NA. and __________.

WITNESSETH WHEREAS, T.RAD NA. (Hereinafter T.RAD) is engaged in the development, manufacture and

assembly of different types of Heat Transfer Units.

WHEREAS, the supplier (Hereinafter Supplier) desires to manufacture and sell relevant parts to

T.RAD.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND

COVENANTS CONTAINED HEREIN, IT IS MUTUALLY AGREED AS FOLLOWS:

Article 1: Definitions

The terms in this agreement for the purpose of the Agreement have herein been defined. 1. The term “Parts” shall mean those parts to be supplied by Supplier to T.RAD as described in

Article 2 which conforms to the specifications as agreed between the parties hereto.

2. The term “Regular Orders” shall mean orders with proper lead-time and confirmed by the

Supplier.

3. The term “Irregular Orders” shall mean firm orders placed by T.RAD with Supplier which are

made on an Irregular Basis separately from Regular orders and which require urgent delivery.

Article 2: Specifications 1. T.RAD shall provide Supplier with “Specifications” such as Drawings, Material Standards, and

Inspection Standards.

2. Any drawing prepared by Supplier has to be approved by T.RAD.

Article 3: Placing of Orders 1. Supplier will notify T.RAD within three days of receipt of order of acceptance. If Supplier

foresees any problem with the delivery date due to a significant difference in ordered volume

recorded on the Firm o=Order from the forecast of the preceding month, Supplier shall

immediately report the situation to T.RAD and, upon consultation with T.RAD, will take the best

possible steps to meet the order requirements.

2. To maintain its production and shipment schedule, T.RAD may place Irregular Orders with

Supplier. Supplier will make every effort to shorten, as much as possible, the delivery lead-time

for the Irregular Orders placed by T.RAD.

3. Due to changes in design, production or other reasons attributable to T.RAD. T.RAD may alter, in

total or in part, any Regular Firm Orders, Irregular Orders or Forecast Orders.

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Article 4: Prices and Payment 1. Prices will be decided by quoted price, unless cost reductions apply.

2. T.RAD payment terms are agreed upon with the supplier before initial Purchase Order is

processed. Payment will be made by check or wire transfer within agreed terms of payment.

Article 5: Delivery and Packing 1. Supplier shall deliver parts to T.RAD in compliance with the terms and conditions stated on the

T.RAD Purchase Order. If delivery is delayed, Supplier will contact T.RAD immediately and ask for

instructions. If Supplier cannot comply with the date of delivery requested by T.RAD for a reason

attributed by Supplier, T.RAD may instruct the Supplier to deliver parts by a quicker method of

transportation, which may include airfreight. If this cost is more than original method, Supplier

will reimburse the difference in cost to T.RAD or will pay directly to carrier.

2. Supplier will package parts effectively and in a suitable way so that under normal circumstances

and normal handling quality of parts is not damaged during transportation. If returnable

containers are used, Supplier must make sure they are clean before packaging parts.

3. Supplier must use the carrier provided by T.RAD or pay the difference in cost.

Article 6: Quality 1. Upon delivery of parts, T.RAD will check quantities and conduct an acceptance inspection.

2. If during the inspection, T.RAD discovers shortages, discrepancies and/or damaged parts,

Supplier will be contacted immediately.

3. Supplier shall pay T.RAD for all costs incurred in dealing with shortages, discrepancies and/or

damages per the payment schedule.

4. All PPAP documentation are to follow the AIAG guidelines and must be sent the same time as

the PPAP parts.

Article 7: Confidentiality 1. Neither T.RAD nor Supplier shall disclose to any third party confidential information relating to

business and technology of the other party per the confidential agreement signed by both

parties.

Article 8: Supplier Manual 1. All items in the Supplier Manual must be followed by Supplier.

Article 9: Tooling 1. All T.RAD owned or Customer of T.RAD owned tooling shall be marked with T.RAD name and

number.

2. All tooling can be moved to another supplier with 30 day notice.

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3. In the event of Bankruptcy, Union Strike, or any other issues that would cause the supplier not

to produce parts, T.RAD can remove the tooling without notice.

ARTICLE 10: Process change requests 1. Process change requests, “PCR’s”, must be submitted and approved before any change is

made to a process involving a product for T.RAD. A process change is ANY change that is

variation from the standard process or materials submitted on the control plan at time of

PPAP. There will be no exception to the PCR process. Suppliers who do not follow this process

are subject to payment stoppage and will be required to incur all cost and fees associated with

line stoppage and customer shortage. Any infraction of this section of the agreement is

considered a major infraction and T.RAD will, at its discretion, remove any and all business

from a supplier that fails to comply with this process.

Supplier Agreement T.RAD North America

750 Frank Yost Lane.

Hopkinsville, KY 42240

BY: TITLE:

DATE:

Supplier Information

BY: TITLE:

DATE

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T.RAD North America COPPER/BRASS & ALUMINUM

PART NUMBER SUPPLIER

PART NAME SUPPLIER CODE

IMPORTANT PROCESS

STRUCTURE OF LOT NUMBER

LOCATION OF LOT NUMBER

LOT NUMBER IDENTIFICATION

METHOD

ILLUSTRATION OF PARTS LOT CONTROL

(DRAWING OF ACTUAL PART SHOWING LOCATION OF LOT CONTROL NUMBER)

ISSUER APPROVAL APPROVAL

LOT NUMBER DISPLAY DETAILS

SUPPLIER T.RAD North America, Inc.

ISSUE DATEISSUE DATE

RESPONSIBLE

ASSOCIATE

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Supplier Deviation Request Sheet

T.RAD North America, Inc. Purchasing Date:

Date

Part Name & No. Quantity

Content of Request

Responsibility: Supplier T.RAD North America

T.RAD North America Purchasing Comment Signature & Date:

T.RAD North America Design Engineer Recommendation Signature & Date:

Final Comment: QA Manager Approved Rejected

Signature: Date:

Ship Start Date Ship End Date

Phone # Supplier Code

Supplier Contact (Signature)Supplier Contact (Title/Print Name

Print Buyer Name

Buyer Signature

Deviation #

T.RAD North America COPPER/BRASS & ALUMINUM

(Current Drawing) (Proposal)

Supplier Name

Print Manager Name

Manager Signature

Reason for this Request/Corrective Action

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