TIMKEN UNITED STATES COMMERCIAL POLICY FOR AUTOMOTIVE AFTERMARKET COMMERCIAL VEHICLE Effective 2015 TABLE OF CONTENTS SALES, TRAINING, AND PROMOTIONAL ASSISTANCE ................................................................................... 2 INVENTORY MANAGEMENT ......................................................................................................................... 2 DISTRIBUTOR PRICING .................................................................................................................................. 3 CREDIT, PAYMENT, TERMS AND CASH DISCOUNTS ...................................................................................... 3 ORDERS AND SHIPMENTS ............................................................................................................................. 3 NON CANCELABLE AND NON RETURNABLE ITEMS (NC/NR) ........................................................................ 4 FREIGHT AND SHIPMENT .............................................................................................................................. 5 CLAIMS AND RETURNS.................................................................................................................................. 5 REBATES ........................................................................................................................................................ 8 Page | 1 SALES, TRAINING, AND PROMOTIONAL ASSISTANCE Timken is dedicated to the expansion of sales through distribution. To achieve our goal of increased sales, we maintain an organization of marketing and technical representatives qualified to handle: Application and service engineering assistance Technical training for distributors and end users (in person and via the internet) Structuring focused end-user programs Inventory management recommendations End user calls Maintenance Seminars Marketing Communications, Advertising & Sales Promotion Timken will support authorized distributors through the following: Printed Material / Catalogs Timken will supply reasonable quantities of printed material to distributors. Reproduction Proofs Reproduction proofs and Logotype for distributor catalogs and advertising programs are available. E-Business Through our e-Stores and other e-Business systems, Timken will keep you and your staff up-to-date on product availability, pricing and innovations as well as provide a variety of engineering and specification tools. Trade Shows Timken can provide full-size or tabletop displays for local and regional trade shows and open houses. Sixty days’ advance notice is recommended. Contact your Timken representative to reserve display materials. INVENTORY MANAGEMENT Timken is committed to working with our distributors to maximize profits through the orderly management of inventories. Distributors shall provide inventory figures of Timken product upon request. Distributors shall maintain adequate inventory. Adequate is defined to be the appropriate product mix required to satisfy the needs of the market area. Page | 2 DISTRIBUTOR PRICING Timken provides pricing schedules in electronic form. UPC / EAN codes may be provided in the electronic version. Timken will strive to give 90 days’ notice of any price changes. Timken will strive to provide part number detail 60 days prior to the effective date. Price in effect at time of order applies. CREDIT, PAYMENT, TERMS AND CASH DISCOUNTS Credit terms Timken will ship only on an open account basis, holding shipments of those distributors who are not current with payables. To participate in any Timken program, distributors must be current with payables. Payment Terms Payment terms on all orders are determined by Buying Group programs and apply to all members of the group. Timken Customer Service or Timken Regional Manager must be notified in writing of any invoice discrepancies within 30 days of invoice date. Distributors shall pay invoices in full. Do not short-pay invoices. All payments should be made payable to: The Timken Corporation for all United States distributors unless otherwise notified. ORDERS AND SHIPMENTS Orders Timken will generally only accept orders from authorized distributors. Inquiries about product availability and order status can be made by: Timken e-Store Phone Fax Orders should be sent by EDI link, PTPort or through our e-Stores, although orders via phone, mail, or fax are accepted. Order additions will only be allowed to orders placed within the same business day. EDI and e-Store communication links can be established for order entry and other functions. Written quotes expire after 30 days. Page | 3 Drop Ship Orders Drop shipments are made only to end-user accounts within the distributor’s normal trading area. (An “end user” is defined as a customer that uses TIMKEN products for its own use and not for resale or re-shipment.) Generally, Timken will not knowingly make shipments directly to or allow product to be picked up from our warehouses by nonauthorized distributors. ALL freight charges for drop shipments are paid by the distributor and billed prepaid and added to the invoice. Drop shipments will only be made within the United States. Timken reserves the right to decline a drop shipment request. Emergency Orders An emergency shipment is defined as a shipment in which an expedited method of delivery is used. ALL transportation charges will be prepaid and added to the invoice. After-Hours Service The United States Customer Service Department hours are Monday through Thursday from 8:00 AM – 8:00 PM EST and Friday from 8:00 AM – 7:00 PM EST. During non-working hours, holidays and weekends, distributors can reach the customer service staff representatives by calling 1-877-4TIMKEN (1-877-484-6536). The distributor will be charged $200 after-hours service charge per call whether or not an order is placed, if stock was available, or if the Timken after-hours associate was able to provide a service requested by the customer. NON CANCELABLE AND NON RETURNABLE ITEMS (NC/NR) Timken indicates NC/NR items with an asterisk (*) on the printed price schedules. The nonreturnable indicator is also set on the electronic price file provided to distributors. Returns All asterisk (*) items are non-returnable and must be reviewed by Timken for return approval. Cancellations Asterisk (*) items placed in the Timken order system can be cancelled at no charge to the distributor if notification is received by Timken customer service at least 180 days prior to the current Timken estimated delivery date. If the distributor cancels the order less than 180 days prior to the current Timken estimated delivery date, the distributor will be charged the full prevailing price. Requests to delay delivery on NCNR orders inside 180 days prior to the current Timken estimated delivery date cannot be accepted. Page | 4 FREIGHT AND SHIPMENT The minimum requirement for pre-paid freight for the United States automotive commercial vehicle distributors is $500. Orders of $500 or more will be shipped freight prepaid and allowed. Freight for orders less than $500 will be billed to the customer. Freight for drop shipments is the responsibility of the distributor. All standard orders will be shipped ground, freight prepaid and allowed from the respective account’s home warehouse using Timken’s choice of carrier. In general, shipments are made within 1 business day. Expedited shipments will be prepaid and added to the invoice. Timken will also prepay freight on backorders from qualifying orders when shipped from the normal shipping location. Freight on emergency and after-hours shipments will be paid by the distributor and will be prepaid and added to the invoice. Loss or Damage in Transit Risk of loss and damage passes from Timken to the distributor when the carrier signs and accepts the bill of lading at our dock, regardless of whether it is a freight prepaid and allowed shipment or not. If a carrier delivers a short shipment or damaged material from Timken to a distributor, all claims, including freight allowed shipments, must be made against the carrier. CLAIMS AND RETURNS Timken’s goal is to resolve distributors’ claims within a 90-day timeframe upon acknowledge/receipt of the claim and all supporting details regarding the claim. Distributors should communicate their claims to their Timken Customer Service Representative, a Timken Regional Manager, or a Timken Claims Analyst. Alternatively, they can file a claim through the Claims Resource Center (CRC) located on TimkenStore.com. General Claims Claims for shortages, errors, freight, and pricing corrections, or imperfections (other than those caused during transportation) should be submitted to Timken within 30 days after shipment. After that time, no claim will be accepted, you will be notified that the claim is invalid and Timken will request payback for any deduction taken for an invalid claim. If a debit memo is issued, it must include the following information: Distributor Company Name Branch Number (This is the distributors internal code/#) Check Number Distributor’s Invoice Number Debit Memo Number Debit Amount Page | 5 Reason (For taking the deduction). Only the following reasons are acceptable: Shipment/Invoice Error Freight Charge Handling/Packaging Charge Insurance Charge Missing Line Item/Part Number Material Returned / Quality Issue Order/Billing Error Pricing Issue Quantity Discrepancy Discount Payment Terms Timken will investigate the claim and communicate the claim resolution to the distributor. Where appropriate, Timken will clear the debit by issuing a credit and adjust for differences between the submitted debit and approved credit using the following guidelines: If the debit amount is greater than the approved credit amount, Timken will request the distributor pay back the difference, communicating the difference in a repayment letter. The outstanding debit amount is considered past due. If the Timken credit amount exceeds the debit amount (i.e. surplus returns), the outstanding credit amount is made available for the distributor to take on a subsequent payment. Warranty Claim Policy The limited warranty set forth in The Timken Corporation Terms and Conditions of Sale applies to all products and services sold by Timken. Warranty claims are to be submitted via form 999-10189_E. Convenience Return Policy Distributors may return new product that they ordered in error with no handling or service charged, provided: The notice is made within 30 calendar days from date of invoice. The return is made within 15 calendar days from the date of the RGA. It is a price listed item (parts that are non-cancelable/non-returnable (NC/NR) are not returnable at any time.). The product is in saleable condition. Product with minimum order quantity (MOQ) can only be returned in increments of the MOQ. If these conditions are applicable, the distributor must obtain a returned goods authorization number (RGA) from the Timken Customer Service Representative or a Timken Claims Analyst. The RGA number, which remains valid for 30 days, must be indicated on the Page | 6 return bill of lading. All products must be returned freight prepaid; no reimbursement will be made on freight from the original purchase or for the return shipment. After 45 days from date of invoice, returns must be submitted as part of the Surplus Return Policy outlined below. Surplus Return Policy Distributors may return up to 2% of their previous calendar year's net purchases for credit if not covered in group program. All returns are subject to a minimum 10% inspection/re-stocking feel One (1) return per year will be allowed. Please contact your local Timken Regional Manager for your scheduled return time period. All requests for product returns must be made in writing to the distributor’s respective sales representative that includes a priced and extended list of items for return. Following an initial part review, the sales representative will provide written authorization and issue a Returned Goods Authorization number (RGA). The RGA will provide shipping instructions. All returns are freight prepaid by the distributor. After the RGA number is provided, the distributor has 45 calendar days to ship the returned product to Timken (see warehouse addresses below). Thereafter, the RGA is void and credit will not be issued. Only price listed items are eligible for return, excluding NC/NR items or obsolete/superseded items. Proof of Demand Insight participation required. Products must have shipped within the last 5 years. Product with minimum order quantity (MOQ) can only be returned in increments of the MOQ. An off-setting order of equal or greater than the value of the return must be placed at the time of the return. Credits will be issud based on the current prevailing published price, less the 10% inspection/re-stocking charge. Product must be received in original package. Material should be returned prepaid to: Crossville Distribution Center, LLC 1536 Genesis Road Crossville, TN 38555 Please Note All returns are subject to part number review: Possible reasons for denying select parts may include (at Timken’s discretion): Product determined to not be in saleable condition (damaged, rust, etc…) Product not a price listed item Page | 7 Product shipped prior to the last 5 year rule Product has no future usage Miscellaneous and obsolete parts are not returnable Non-cancelable/non-returnable (NC/NR) product are not accepted Product that has been received but not authorized for return Non-saleable product is scrapped without credit after 30 days or returned to the distributor freight collect, at the distributor’s discretion. REBATES Applicable rebates are determined by the Buying Group program. Requests for promotional allowance credit must be made within 45 days of year end. Rebates will be paid to the Buying Group Headquarters or distributor as determined by the Buying Group program. Rebates will be paid within 45 days of the end of the period. Page | 8