Advanced Green Innovations, LLC Supplier Quality Manual Advanced Green Innovations, LLC 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 CONFIDENTIAL PROPERTY OF ADVANCED GREEN INNOVATIONS, LLC The latest official version of this document is available from your AGI Supply Chain or Quality Representative or AGI Website. ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 1 Advanced Green Innovations, LLC Signature: ______________________________________ Date: _______________ James Cristiano, Senior Vice President Supply Chain For further information concerning AGI's Supplier Quality or the content of this Manual, you may contact your AGI Quality Representative at: quality@agigreentech.com. ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 2 Advanced Green Innovations, LLC TABLE OF CONTENTS 5 1. INTRODUCTION 5 5 5 6 1.1 PURPOSE 1.2 SCOPE 1.3 APPLICABLE DOCUMENTS 1.4 TERMS, DEFINITIONS AND ACRONYMS 8 2. GENERAL REQUIREMENTS 8 8 8 8 8 8 8 9 9 9 10 10 2.1 QUALITY MANAGEMENT SYSTEM ISO COMPLIANCE 2.2 CODE OF CONDUCT 2.3 COMPLIANCE WITH CONTRACTUAL REQUIREMENTS 2.4 CONTROL OF SUBCONTRACTORS 2.5 AGI SUPPLIER QUALITY PORTAL 2.6 SUPPLIER QUALITY COMMUNICATION 2.7 SUPPLIER DEVIATION REQUEST 2.8 CONTROL AND RELEASE OF AGI FURNISHED DOCUMENTS 2.9 SHELF LIFE 2.10 SUPPLIER FACILITY ACCESS 2.11 RECORD RETENTION 2.12 DUNS NUMBER 3. COMMERCIAL AND LOGISTICS REQUIREMENTS 10 3.1 PRODUCT SUPPLY AUTHORIZATION 3.2 TOOLING IDENTIFICATION AND OWNERSHIP 3.3 FIRST IN FIRST OUT 3.4 CONTINGENCY PLANS 10 10 11 11 11 4. ADVANCED PRODUCT QUALITY PLANNING 11 11 4.1 SUPPLIER RESPONSIBILITIES 4.2 AGI RESPONSIBILITIES 11 5. PRE-PRODUCTION PRODUCT APPROVAL PROCESS 12 5.1 PRE-PRODUCTION PRODUCT 13 6. PRODUCTION PRODUCT REQUIREMENTS 13 13 14 16 16 16 6.1 PRODUCTION PRODUCT 6.2 LAUNCH CONTROL PLAN 6.3 PROCESS CONTROL 6.4 CHANGE NOTIFICATION AND APPROVAL 6.5 DOCUMENT CONTROL PROCESS 6.6 MANUFACTURING CONTROL PROCESS ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 3 Advanced Green Innovations, LLC 6.7 CONTINUOUS IMPROVEMENT 6.8 CAPACITY 16 16 7. PACKAGING, LABELING, DELIVERY AND RECORD RETENTION 16 7.1 PRESERVATION 7.2 STORAGE 7.3 PACKAGING 7.4 LABELING 7.5 DELIVERY 7.6 DROP SHIPMENTS 7.7 REQUIRED DOCUMENTATION 17 17 17 17 17 17 17 8. CORRECTIVE ACTION AND RELATED REQUIREMENTS 19 8.1 PROBLEM SOLVING PROCESS 8.2 CORRECTIVE ACTION REPORT 8.3 SUPPLIER CONTAINMENT 8.4 CONTROLLED SHIPPING 8.5 RMA REQUEST 8.6 COST RECOVERY 19 19 20 20 21 21 9. SUPPLIER PERFORMANCE AND SUPPLIER SCORECARD 21 9.1 PERFORMANCE MEASURES 9.2 NEW BUSINESS HOLD 9.3 SUPPLIER DEVELOPMENT PROGRAM 9.4 VA/VE AND COST REDUCTION ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI 21 23 23 23 GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 4 Advanced Green Innovations, LLC 1. INTRODUCTION. 1.1 Purpose. The purpose of this AGI Supplier Quality Manual (the “Manual”) is to set forth AGI's requirements to Suppliers (as defined below) who provide Goods, including bulk materials, used in the manufacture and assembly of AGI products and services. This Manual describes and defines the quality, commercial, production, supply and logistics requirements AGI requires from its Suppliers and their supply chain. Compliance with the applicable terms and conditions of this Manual is mandatory to ensure that Suppliers have the systems, processes and procedures in place to meet AGI's requirements and expectations of AGI. This Manual will be updated by AGI, in its sole discretion from time to time. If AGI modifies or amends the Manual, AGI shall communicate to Supplier by placing a notification on the AGI Website and by sending written electronic notification within 14 days of updated Manual release. 1.2 Scope. This document describes AGI's requirements for Suppliers who provide Goods, including bulk materials, used in the manufacture and assembly of AGI products. This Manual does not apply to the supply of capital equipment, tooling, indirect material, office supplies, facility services and other infrastructure services. 1.3 Applicable Documents. The following documents and reference materials listed in this section are applicable to the extent used, referenced or specified by AGI in any Contract between Supplier and AGI 1.3.1 AGI Documents. It is the Supplier's responsibility to use and comply with the most current, AGI approved version of the following documents, which are available to the Supplier via AGI's website: http://www.agigreentech.com/pages/suppliers. The latest copy of this Manual, other documents of interest to the Supplier and notifications will be available at the above referenced AGI website. Permission to use and access to the AGI Website may be revoked by AGI in its sole discretion with or without cause or notice to the Supplier. *AGI Engineering Specifications *FM-85011 Supplier Deviation Request Form *FM-85020 Supplier Specification Change Request Form *GP-82001 Supplier Packaging Requirements Manual *GP-82004 ASN Submission Procedure *GP-82008 Drop Shipment Requirements 1.3.2 Industry Documents. Suppliers are required to utilize and comply with, as applicable under the circumstances, all of the following: · MIL-STD-1686 · ISO 9000 · ISO 9001 · ISO/TS 16949 · ISO/IEC 15504 Electrostatic Discharge Control Program for Protection of Electrical and Electronic Parts Quality Management Systems – Fundamentals and Vocabulary Quality Management System Requirements – General Quality Management System Requirements – Automotive Information Technology Requirements Process assessment, also known as SPICE (Software Process Improvement and Capability Determination) ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 5 Advanced Green Innovations, LLC · APQP-2 · PPAP-4 · SPC-3 · MSA-4 · FMEA-4 · CQI-10 · CTFD-1 AIAG - Advanced Product Quality Planning & Control Plan Manual AIAG - Production Part Approval Process Manual AIAG - Statistical Process Control Manual AIAG - Measurement System Analysis Manual AIAG - Potential Failure Mode & Effects Analysis Manual AIAG - Effective Problem Solving Guideline AIAG - Core Tools Forms Disc (for 1 to 5 Users) 1.4 Terms, Definitions and Acronyms. The following terms, definitions and acronyms that apply to this Manual include all of the following: · AALA – American Automotive Labeling Act · Active part – A part currently being supplied to AGI for production or service use. The part remains active until AGI Purchasing issues a written confirmation stating that the part is inactive. · AGI – Advanced Green Innovations, LLC · AGI Electronic communication mediums means communication via: AGI Supply Chain Portal http://www.mfgx.net/sv/mfgx/login.jsp AGI Supplier Quality Portal http://portal.mq1.com/AGI/suppliers/ AGI Website http://www.agigreentech.com/pages/suppliers · AIAG – Automotive Industry Action Group. · ANOVA – Analysis of Variance, a statistical method used to analyze variable data from multiple groups. · APQP – Advanced Product Quality Planning and Control Plan, a general guideline from the Automotive Industry Action Group (AIAG). · BOL – Bill of Landing · CAR – Corrective Action Report · CoC – Certificate of Conformance · Contract(s) – Means and includes: a) AGI's Production Purchase Order, b) supply agreement and/or c) any other contract or other commercial transaction requiring the Supplier to make, manufacture, assemble, ship and /or supply Goods or a service to AGI in accordance with the terms, conditions and specifications expressly set forth therein. · Control Plan – Written descriptions of the systems for controlling parts and processes. · Cpk – The capability index to measure process stability · Critical Characteristic – Fit/Function Characteristic and/or Safety Characteristics identified in AGI drawings. · CS – Controlled Shipping · Customer – The organization or person that receives a product, as used in this Manual it means any person, business, entity, and/or company that AGI (or its affiliates, partners, suppliers, distributors and/or franchisees) renders services to or supplies products or Goods to in accordance with any contract including AGI (or its affiliates, partners, suppliers, distributors, franchisees) as a contracting party. · DUNS – Data Universal Numbering System. A nine-digit numbering system which uniquely identifies an individual business. · FAI – First Article Inspection · Fit/Function Characteristic – Product characteristic for which significant variation is likely to affect fit, function, mounting, appearance, or the ability to process or build the product (Goods), but is not related to safety or legal considerations. Identified on AGI drawings with · FMEA – Failure Mode & Effects Analysis ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 6 Advanced Green Innovations, LLC · Goods – means and includes any article, material, component, part, product, resource and/or substance that is made, manufactured, assembled, or refined in accordance with AGI Specifications and supplied to AGI pursuant to any executed Contract. The Goods (ex: materials, products, parts, services) identified on a Purchase Order and described in the Specifications. The term “Product” is synonymous and used interchangeably with the word “Goods”. · GR&R – Gage Repeatability & Reproducibility. · MP&L – Materials Planning and Logistics · NAFTA – North American Free Trade Agreement. · NBH – New Business Hold · NDA – non-disclosure agreement between the parties to a contract. · Obsolete – Goods being superseded by a new part number or change in form, fit or function. · PFMEA – Process Failure Mode and Effect Analysis · PPAP – Production Part Approval Process · Process – A set of interrelated or interacting activities, methods, equipment, materials, methods and environment which transforms inputs into outputs. · PSW – Part Submission Warrant · Purchase Order – A written offer by AGI (referred to as the "Buyer" or “AGI”) for the purchase of the goods (the "Goods") and/or for the rendering of services (referred to as “Services”) from the seller or Supplier (referred to as the “Seller”) that expressly states the types, quantities and agreed prices for products or services and other legally binding contractual terms and conditions. · QMS – Quality Management System · RMA – Return Material Authorization · RPN – Risk Priority Number · Safety Characteristic – Product characteristic for which significant variation is likely to affect the product's safety or the product's compliance with government regulations. Identified on drawings with regulations, fit, function, performance, reliability or customer satisfaction. · SOW – Statement of Work means a written statement, exhibit or attachment to an AGI Contract that outlines, describes, details and defines the specific services, Specifications, types, levels, standards, qualities, quantities, timelines, deadlines and other characteristics relating to the production, manufacture, assembly and delivery of Goods or services to AGI. · SPC – Statistical Process Control · Specification – specifications for the Goods and includes, but is not limited to, attributes, characteristics, features, components, dimensions, measurements, requirements, rates, appearance, apparatus, functions, materials, details and criteria provided by Buyer to Seller in connection with or relating to the Goods. · SQE – Supplier Quality Engineer · Supplier – as used in this manual, the term Supplier refers to a provider of Goods or services to AGI. ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 7 Advanced Green Innovations, LLC 2. GENERAL REQUIREMENTS. 2.1 Quality Management System ISO Compliance. AGI production Suppliers' quality management system shall be in complete compliance with the provisions of ISO 9001:2008 and ISO/TS 16949:2009. 2.2 Code of Conduct. Supplier shall comply with AGI's “Code of Conduct Policy” which is located at the AGI Website. 2.3 Compliance with Contractual Requirements. The Supplier shall be responsible for complying with all requirements and Specifications set forth in Contract. All documents, specified in the Contract are required to be used at all levels of the supply chain. 2.4 Control of subcontractors. The Supplier, as the recipient of the AGI Contract, shall be responsible for complete compliance with all requirements and Specifications, including work or services performed by the Supplier's subcontractors. A fully executed NDA is required for all potential subcontractors prior to any data being shared with them. Supplier shall execute an NDA with its subcontractors with terms and conditions that are at least equivalent to the terms and conditions expressly set forth in AGI's standard nondisclosure agreement. When the Supplier uses subcontractors to perform work on Goods and/or services scheduled for delivery to AGI, the Supplier shall include all AGI requirements and Specifications, if applicable, on its subcontractors' contracts. AGI reserves the right to visit all subcontractors' facilities for the purpose of verifying compliance to AGI requirements and Specifications, and/or require that Supplier provide AGI with complete and executed copy of its subcontractors' contract(s) within five (5) days of the date of receipt of AGI written request. 2.4.1 AGI Designated Suppliers. Where specified or named in any Contract, the Supplier shall purchase Goods and receive services from AGI designated Suppliers specified or named in such Contract. However, the Supplier shall have the sole responsibility for ensuring the Goods and services from such designated subcontractors are in complete compliance with Contract requirements and Specifications between AGI and Supplier. 2.5 AGI Supplier Quality Portal. In order to make two-way communication with Supplier m o r e e ffi c i e n t , A G I h a s l a u n c h e d a w e b b a s e d S u p p l i e r Q u a l i t y p o r t a l http://portal.mq1.com/AGI/suppliers/. Transmittal of technical or confidential information, including designs, testing results, PPAP submission data, deviation requests, engineering change requests shall be through this portal. A Supplier user account and login shall be assigned to Supplier by AGI for access to the portal. Supplier is responsible for maintaining confidentiality of its account(s') login and password information. Please contact your AGI Supplier Quality Engineer to obtain a user account and login for the Supplier portal. 2.6 Supplier Quality Communication. Supplier is responsible for proactively communicating to AGI any circumstances that may impact quality of Goods or services via the AGI Supplier Quality Portal. 2.7 Supplier Deviation Request. Supplier shall not ship Goods or render services that deviate or otherwise fail to comply whole or in part with the requirements or Specifications set forth in any AGI Contract without prior written approval from AGI. If the ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 8 Advanced Green Innovations, LLC Goods or services fail to comply, Supplier shall petition AGI, a “Deviation Request” in writing, to allow shipment of the Goods or rendering of the services under a written nonconformance deviation. Supplier shall use AGI's Supplier Deviation Request Form (FM85011), unless otherwise directed. If requested by AGI, the Supplier shall send samples of such nonconforming Goods to AGI for evaluation. The cost of shipping, inspection, evaluation, analysis and testing of the samples to determine the potential acceptability of such Goods shall be paid for solely by the Supplier. AGI approval of a deviation is specific to the Goods listed and specified in AGI's approval of the Deviation Request and shall not be construed, deemed or interpreted by the Supplier as a permanent engineering change and/or a waiver of any of AGI's requirements or Specifications in future shipments. The Supplier shall begin work immediately on corrective action. In all cases, the Supplier shall fully contain, isolate and segregate all Goods suspected of being nonconforming. In addition, nonconforming Goods may be returned to Supplier at the sole expense of Supplier, or Supplier may be required to sort any suspect Goods already shipped to an AGI site or be charged back for the cost of sorting by AGI or receiving facility. AGI shall have the right, but not the obligation, to issue a CAR to the Supplier if Supplier fails to obtain the required written AGI approval before shipping. AGI shall communicate approval or rejection of requested deviation via the Supplier Deviation Request Form FM-85011. 2.7.1 Marking of Deviated Parts. Supplier shall identify and mark all boxes, containers or other packaging which contains approved nonconforming parts with the words “Deviation Included”. A copy of the AGI approved Supplier Deviation Request Form shall be included inside each box, container or other packaging and CoC shall include the approved deviation number. 2.8 Control and Release of AGI Furnished Documents. Documents and information disclosed by AGI and that are deemed “Confidential Information” as defined in the NDA are furnished solely for the purpose of conducting business with AGI. The Supplier is solely responsible for maintaining the confidentiality of such confidential information and for complying in full and at all times with terms and conditions set forth in the executed NDA between Supplier and AGI. 2.9 Shelf Life. 2.9.1 With each delivery of Goods that have a limited or specified shelf life, the Supplier shall furnish data that evidences and documents the following: 1) The cure or manufacture date; 2) Expiration date or shelf life; 3) Lot or batch number; and 4) Any safety measures, procedures or protocols that should be followed, special handling or storage requirements. 2.9.2 Unless otherwise specified by Contract, for all shelf life limited Goods delivered to AGI, the remaining shelf life shall be of a sufficient duration so as to not negatively impact Goods sold to AGI, and must have a minimum of seventy five percent (75%) remaining total shelf life upon delivery at AGI or AGI approved facility. 2.10 Supplier Facility Access. Supplier shall permit AGI to enter, have access to and inspect Supplier's facilities and those of their subcontractors' for the purpose of evaluating parts, processes, documents including, but not limited to FMEA, Control Plan, Instructions, ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 9 Advanced Green Innovations, LLC records, methodologies and systems used in manufacturing of AGI Goods to verify conformance to AGI Contract requirements and Specifications. AGI may use independent third-party auditors or consultants. 2.11 Record Retention. Supplier shall retain quality records and documentation for the time period specified in Table 2-1, below, unless otherwise specified by AGI in writing. TABLE 2-1: Minimum Document Retention Periods Document Type Examples Minimum Retention Period APQP and PPAP Documentation Technical specifications, drawings, process flow charts, control plans, FMEAs, manufacturing instructions, etc. The length of time that the part, or family of parts, is Active, plus one (1) calendar year, unless otherwise specified by AGI in writing. Quality Performance Records Control charts, inspection and test results, product audits, layout inspection reports, functional testing reports, etc. The length of time that the part, or family of parts, is Active, plus one calendar year, unless otherwise specified by AGI in writing. Quality System Records Internal quality system audits, management review records, etc. Three (3) calendar years from creation date. Product Safety or Regulatory Related Records FMVSS, Environmental, Hazardous Materials, RoHS, Dodd-Frank, REACH, etc. A minimum of fifteen (15) years from the date of manufacture. 2.12 DUNS Number. Each Supplier shall have a Dun & Bradstreet number (“D&B D-U-N-S number”) for each manufacturing location. AGI will use the Supplier's DUNS number to track quality to each specific manufacturing location. For information on verifying or obtaining a D&B D-U-N-S number, visit the following website: www.dnb.com. 3. COMMERCIAL AND LOGISTICS REQUIREMENTS. 3.1 Product Supply Authorization. AGI Buyer is the only party authorized by AGI to approve the supply of Goods or services. Such authorization shall only be effectuated via a Purchase Order. 3.2 Tooling Identification & Ownership. 3.2.1 All tooling, equipment and related materials provided to Supplier for the purpose of manufacturing Goods for AGI are the sole property of AGI and shall be marked and identified with a serialized property tag with the words “Property of Advanced Green Innovations, LLC”. Supplier shall request tags from the AGI Buyer. Supplier shall sign or authorize AGI to sign on its behalf any documents deemed reasonably necessary by AGI to be filed with federal, state or local officials to record AGI's title and ownership of AGI's property. Supplier shall not sell, lend, rent, transfer or dispose of AGI's property. 3.2.2 If the marking required under Section 3.2.1, on the tool, equipment or materials is not practical under the circumstances, an alternative identification of AGI Property shall be made upon approval by AGI buyer and a corresponding record shall be maintained by Supplier identifying that the tool, equipment or material is AGI ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 10 Advanced Green Innovations, LLC property. This record shall be maintained while the part is Active and until AGI Purchasing gives Supplier written authorization to return or scrap tool, equipment or material. 3.2.3 Written confirmation indicating Supplier possesses or otherwise has care, custody or control of AGI property, including photographic evidence, shall be submitted to AGI as requested from time to time. 3.2.4 Handling and storage of AGI property shall be made in a way that damage or deterioration does not occur. 3.2.5 Supplier shall notify AGI Buyer in writing if tooling wears out, has deteriorated or has been or is damaged. 3.3 First - In – First - Out - FIFO. The Supplier shall ensure that no Obsolete or expired Goods are shipped to AGI. The Suppliers shall perform first in/first out (FIFO) inventory management practices. 3.4 Contingency plans. The Supplier shall prepare contingency plans to ensure supply continuity to AGI in the event of an emergency such as a natural disaster, utility interruptions, labor shortages, key equipment failure, or other events that would otherwise have an adverse effect on supply continuity. Suppliers shall review the applicable AGI contract for terms, conditions and further guidance regarding force majeure events. Supplier's contingency plans shall be reviewed annually to ensure that the contingencies listed are still valid or are appropriate under the circumstances. Contingency plans are not to be confused with internal Health and Safety plans. AGI has the right to request a copy of Supplier's contingency plan for review in which case Supplier shall have thirty (30) days to send plan to AGI. 4. ADVANCED PRODUCT QUALITY PLANNING. The APQP process ensures the Supplier utilizes adequate planning to support the development and launch of product. AGI Suppliers shall use and implement in full the process and requirements stated in AIAG's APQP-2, Advanced Product Quality Planning & Control Plan Manual. 4.1 Supplier Responsibilities. The Supplier shall: 4.1.1 Identify points of contact; 4.1.2 Develop, implement and execute an APQP Plan for successful product launch; 4.1.3 Organize and implement the cross-functional APQP team; and 4.1.4 Submit written APQP plan updates, pursuant to the schedule requested and approved by AGI. This update is required to track and verify documentation of the Supplier's progress throughout the APQP and launch processes. 4.2. AGI Responsibilities. AGI shall: 4.2.1 Identify and communicate the AGI project team members; 4.2.2 Assign the SQE who shall verify the completion of APQP activities with the internal Project team and Supplier team; and 4.2.3 Define how the SOW is related to APQP activities and resolve conflicts between the two. ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 11 Advanced Green Innovations, LLC 5. PRE-PRODUCTION PRODUCT APPROVAL PROCESS. The purpose of this section is to: a) define the requirements for pre-production product qualification and approval b) confirm and verify that all AGI's design and Specification requirements are complied with by the Supplier and c) confirm and verify that the manufacturing processes have the capability and capacity to consistently and successfully comply with all AGI requirements and Specifications. 5.1 Pre-Production Product. production product: This section outlines approval requirements for pre- 5.1.1 Definition of Pre-Production product. This section defines the two revision levels used by AGI to identify pre-production product. 5.1.1.1 Experimental or Development Products (i.e.: X1, X2, X3 … revision levels). These AGI drawing or specification revisions are for experimental and/or developmental purposes. The design is based on early and/or partial specifications. 5.1.1.2 Design Validation Products (i.e.: Y1, Y2, Y3 … revision levels). These AGI drawing or specification releases are intended for validation reflecting the product for manufacture and final product release. 5.1.2 Requirements. Each shipment of Goods shall be accompanied with the following documents, which AGI shall have the option, but not the obligation, to review in order to confirm and verify that pre-production Goods meet the required quality and product requirement and Specifications, the Supplier shall furnish, with each delivery of Goods, all of the following documentation: 1) Material and performance test results; 2) Material certification(s)*; 3) Certificate of Conformance showing part number, revision, quantity; 4) An inspection layout report containing data results for 100% of all Safety Characteristics identified on the drawing or specification for all parts in the shipment.*; 5) An inspection layout report containing data results for either a quantity of 3, or 10% (whichever is greatest) of all Fit/Functional Characteristics identified on the drawing or Specification for all parts in the shipment.*; and 6) A FAI, layout report of all dimensions and requirements on the drawing or specification for the first shipment of a revision level. A delta FAI is required when a new revision of the part number is released, for the features which have been revised.* NOTE: The Supplier may use an existing dimensional layout inspection report form. * In the case of assemblies; data requirements are applicable to assembly per AGI assembly drawing and to each of its components per applicable AGI component drawings. 5.1.3 Gage R&R studies. AGI reserves the right to request GR&R studies for Critical Characteristics identified in AGI drawings revision Y1 or above: If requested by AGI, Supplier shall conduct and submit to AGI results from ANOVA GR&R studies to demonstrate that the measurement system used to measure Critical Characteristic is acceptable. 5.1.3.1 Supplier shall conduct GR&R studies per methods and practices set forth in AIAG MSA-4 Manual; ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 12 Advanced Green Innovations, LLC 5.1.3.2 A GR&R result of under 10% is considered acceptable. 5.1.4 Prototype Marking. Suppliers are required to clearly mark each prototype product and/or its packaging as indicated in the part's respective AGI approved drawing as included and/or required in the applicable Contract. 6. PRODUCTION PRODUCT REQUIREMENTS. 6.1 Production Product. This section defines approval requirements for production intent and production product 6.1.1 Revisions affected by this section. 6.1.1.1 Pre-launch Process Validation Products (i.e.: Z1, Z2, Z3 … revision levels). These revisions represent “production intent” and the basis for production validation, capacity readiness and launch of volume production. 6.1.1.2 Production Products (i.e.: A, B, C … revision levels – not including “X” “Y” or “Z”). These drawing or specification releases are validated production parts for use as salable Goods. 6.1.2 Requirements. For production Goods, the Supplier shall fully comply with all applicable retention/submission requirements for a Level 3 submission PPAP as specified by AIAG's PPAP Manual unless otherwise instructed in writing by AGI. Product for PPAP shall be taken from a production run as agreed to between AGI and Supplier. 6.1.3 AGI SPECIFIC REQUIREMENTS. 6.1.3.1 Run @ Rate. The purpose of a Run @ Rate is confirm and verify that the Supplier's manufacturing process is capable of producing Goods that meet AGI's quality requirements, at quoted tooling capacity, for a specified finite period of time. Supplier shall fill out Run @ Rate form and submit completed form as part of the PPAP submission package before AGI will approve PSW. The Run @ Rate shall evidence that Supplier's production process can produce at least one day's quantity of acceptable quality Goods in less than 24 hours to comply with Supplier's Capacity Planning Volume (“CPV”). At a minimum, a demonstration of production, over a continuous three (3) hour period of time, at the CPV production rate is required. 6.1.3.2 ISO/IEC 15504 (SPICETM) Conformance. This requirement applies to Suppliers and subcontractors that develop and supply electronic and software systems to AGI. Suppliers shall provide written documentation that evidences they are compliant to ISO/IEC 15504 (automotive SPICETM). Suppliers shall comply with the appropriate process capability indicator level (AGI's default is level 3 unless otherwise specified). Suppliers shall be self-certified to ISO/IEC 15504 (Automotive SPICETM) Level 3; however, a Level 3 certification by an accredited 3rd party to ISO/IEC 15504 will be acceptable. Documentation shall be submitted in the form of a statement of conformance, or a copy of the third-party certification. 6.2 Launch Control Plan (LCP). Suppliers shall implement a Launch Control Plan procedure for all new part launches. The LCP shall include additional product/process ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 13 Advanced Green Innovations, LLC controls to ensure complete compliance to AGI requirements and Specifications and additionally to verify and confirm the effectiveness of the controls and inspection methods specified in Control Plan to be used during production of the applicable Goods. Additional controls shall be implemented using and taking into account all known quality concerns, all special characteristics of the part, critical processes and top risks identified in the FMEA. Examples of additional controls include, but are not limited to, the following: Increased sample size and/or frequency of process and product inspections; Additional verification of error proofing devices; Additional set-up verifications; Increased preventative maintenance; Increased process audits; Increased verification of label accuracy and part identification. LCP controls shall be implemented for at least two (2) months or ten (10) lots whichever is longer. Any and all nonconformances found during LCP use shall be documented, corrective actions implemented and verified, respective applicable documents updated and if possible, additional error proofing implemented. 6.3 Process Control. This section defines the minimum requirements for Suppliers to control their manufacturing processes related to the production of Goods for AGI. 6.3.1 Special Characteristics. Supplier shall provide written documentation that evidences compliance to special characteristic requirements as stated in Table 6-1 below. TABLE 6-1: Special Characteristics Pre-Production Requirement Product with AGI drawing revision X or Y Inspection Gage Requirements Characteristic Type Fit/Function Symbol on AGI Drawing F Critical Safety S AGI Inspection and Documentation Requirement AGI Documentation Requirement Submit dimensional data for 10% of parts or 3 parts whatever is greater Submit dimensional data for 100% of parts Production Requirement Product with AGI drawing revision Z or A and above (except X or Y revisions) AGI Inspection Data Requirement Cpk > 1.67 min* Identified in AGI and if applicable in supplier drawings, identified in FMEA and Control Plan. If Cpk is not met: Notify AGI 100% inspection Corrective Action ANOVA GR&R using AGI parts performed per AIAG MSA-4 Cpk > 1.67 min* GRR Result < 10% Significant Supplier can use their own internal nomenclature N/A Supplier can use their own internal symbols If Cpk is not met: Notify AGI (For characteristics with FMEA Severity Level 8, 9 or 10) Identify in FMEA and control plan In Pre-Production: required for revision Y only if requested by Identified in FMEA and Control Application to Product 100% inspection Corrective Action AGI with AGI drawing Plan revision Y1 and above Cpk > 1.67 min* that is in APQP “prototype” phase If Cpk is not met: Notify AGI 100% inspection Corrective Action * (1) For processes that demonstrate a Cpk > 1.67 for at least 12 months; Suppliers may request SPC requirement reduced by submitting a Change Request to AGI per section 6.4 of this manual. (2) Error proofing the process to control the characteristics can be used in lieu of SPC as long as AGI SQE pre-approval is obtained. ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 14 Advanced Green Innovations, LLC 6.3.2 Error-Proofing. Supplier shall implement error-proofing methods as a form of process control to prevent or detect nonconformances, including, but not limited to repetitive functions, difficult operations prone to mistakes, or where the cost of error is high. Supplier shall comply with AIAG's PFMEA manual practices to identify areas that need action(s) implemented such as error proofing. 6.3.3 Work Instructions. Supplier shall document and provide written instructions, as necessary, for all its employees having responsibilities for processes that impact AGI requirements for Goods to be supplied to AGI. These instructions shall be current, made accessible for use at the work station and written with enough detail to successfully help applicable employee(s) perform function. 6.3.4 Statistical Process Control (SPC). Where specified in the Control Plan, Supplier shall implement effective statistical process controls. Supplier shall comply with Statistical Process Control (SPC) methods and practices set forth in the AIAG SPC-3 Manual. Supplier shall implement the most appropriate statistical process control methods to ensure the quality of the Goods meets AGI's specifications. 6.3.5 Equipment Maintenance. Supplier shall designate and identify in writing key manufacturing and testing equipment and provide resources for machine/equipment maintenance activities and implement an effective reactive, preventive and predictive maintenance system. Equipment shall be identified in writing in the process flow chart. 6.3.6 Identification and Traceability. Supplier shall provide product identification and traceability for the Goods, pursuant to and in accordance with the applicable federal regulations, the AGI drawing, or Contract. 6.3.6.1 Identification. Supplier shall implement a system for control and identification of Goods, which includes, but is not limited to the following: the AGI part number and revision level shall be clearly identified and set forth on a) the Goods, b) on the packaging according to the part drawing; c) as agreed upon in the Production Purchase Order or Contract if not specified on the applicable AGI drawing. 6.3.6.2 Serial Number Control. Supplier shall implement a system for control and identification of a Product serial number. The serial number shall be clearly identified and set forth on: a) the Goods, b) the packaging according to the part drawing or; c) as agreed upon in the Production Purchase Order or Contract if not specified on the applicable AGI drawing. 6.3.6.3 Lot Traceability. Supplier shall implement a lot traceability system. Supplier shall ensure their lot traceability system maintains its integrity through all the supply chain, including raw material, purchased components, and subcontracted operations, if any. Supplier shall respond to any lot traceability inquiry from AGI within twenty-four (24) hours after the date the Supplier is in receipt of the AGI inquiry. Traceability details provided to AGI shall include all lot numbers and, if applicable, all serial numbers affected. 6.3.7 Electro-Static Discharge (ESD) Control. Suppliers providing ESD sensitive Goods to AGI shall, prior to manufacturing, document and implement an Electrostatic Discharge (ESD) Control Program plan. Supplier shall clearly mark all ESD sensitive Goods in accordance with the requirements in MIL-STD-1686. ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 15 Advanced Green Innovations, LLC 6.4 Change Notification and Approval. Supplier shall be responsible for controlling changes and notifying AGI of all changes to the approved part design or approved packaging. Supplier shall not ship any Goods to AGI that include any changes that have not been approved in writing by AGI. 6.4.1 Change Control Process and Supplier Change Requests. Supplier shall submit to AGI Buyer a Supplier Specification Change Request Form FM-85020 for review and approval by AGI. AGI Quality shall notify Supplier as to which PPAP elements shall be resubmitted for approval, AGI may also require submission of samples representative of requested change for evaluation at AGI. Change notification shall be submitted per AIAG Production Part Approval Process manual Section 3 “Customer Notification and Submission Requirements”. AGI shall have the right to approve or reject the Change Request in its sole and unilateral discretion, with or without cause. AGI Buyer shall evidence approval or rejection of requested change by signing and submitting form FM-85020 back to Supplier. 6.4.2 End of Life Notification. Supplier shall submit a written Change Request Notification to AGI Buyer at least twelve (12) months before the supply of Goods to AGI will be impacted. 6.5 Document Control Process. The Supplier shall review and implement all written AGI requirements and requirement changes in every applicable Supplier document. Supplier shall send AGI Buyer an implementation plan and timeline within ten (10) business days of receiving requirements or requirement changes. 6.6 Manufacturing Control Process. Supplier shall review, distribute and implement in a controlled manner all AGI requirements, Specifications and changes in all items, including fixtures, jigs, tooling, gauges, measurement systems, software, shop floor documents, labels, packaging, processes and raw materials to ensure that they are applicable to the revision being manufactured per AGI Contract and available to employees required to comply with them. AGI requirements and Specifications shall be implemented at applicable subcontractor sites. Supplier shall send AGI Buyer an implementation plan and timeline ten (10) business days of receiving requirements or requirement changes. 6.7 Continuous Improvement. Supplier shall implement a process for continuous improvement of their operations including but not limited to quality, delivery, purchase cost, efficiency and technology. 6.8 Capacity. AGI Suppliers shall be able to handle a fifteen percent (15%) fluctuation in weekly volume supply requirements. When Supplier is notified of forecast increases, Supplier shall be responsible for completing an internal capacity audit that confirms that Supplier is capable of meeting the increase in forecast demand. Supplier shall respond to AGI in writing within fourteen (14) calendar days of receiving updated supply requirements confirming that a) the new forecasted demand can be complied with or b) stating that there is any issue that would prevent or prohibit Supplier from complying with the forecasted demand along with a written plan to resolve the issue(s). In times of increased demand, AGI may also ask Supplier to provide monthly or quarterly updates on capacity to confirm and verify that Supplier has the capacity to meet the increased supply demand. ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 16 Advanced Green Innovations, LLC 7. PACKAGING, LABELING, DELIVERY, & RECORD RETENTION. The Supplier shall comply with all applicable industry standards and practices and any AGI requirements set forth in the relevant Contract related to preservation of Goods, packaging, labeling, and shipping methods related to the Goods. 7.1 Preservation. Supplier shall use appropriate methods for preserving and segregating Goods under their control to prevent expiration or decay due to internal storage or handling. Supplier's Product storage methods and facilities shall not cause or contribute to damage, injury or deterioration to the Products due to corrosion, temperature or other conditions occurring during storage of the Product on the Supplier's premises. In order to detect deterioration, the condition of product in stock shall be inspected and evaluated at appropriate planned intervals. 7.2 Storage. 7.2.1 Storage Areas. Supplier's storage areas shall be reasonably identified in order to limit the possibility of mixing Goods or shipping Goods or components prior to proper release. Supplier is obligated to safely and securely store the Products in a manner that prevents theft, injury or damage. 7.2.2 Hazardous Materials, Industrial Wastes and any Hazardous Wastes. Supplier shall store hazardous items related to the manufacture of AGI's Goods in designated storage areas or in controlled satellite accumulation points throughout the plant and in accordance with all applicable local, state and federal rules, regulations, codes, laws, ordinances and statutes. 7.3 Packaging. Supplier is required to comply with all of the packaging requirements relating to the Goods as set forth in GP-82001 Supplier Packaging Requirements Manual. 7.4 Labeling. Supplier is required to comply with all of the labeling requirements relating to the Goods as set forth in GP-82001 Supplier Packaging Requirements Manual. 7.4.1 Country of Origin Marking Requirements. Supplier shall be solely responsible for ensuring that each foreign article, item, substance, part, component or material (or its container/packaging) that is made or manufactured, in whole or in part, outside the territorial boundaries of the United States of America, is marked in accordance with the regulations of the United States of America. Supplier is required to comply with labeling requirements and regulations of the American Automotive Labeling Act (AALA) and the importing country as applicable under the circumstances. 7.5 Delivery. Supplier is required to notify the AGI MP&L department in writing, immediately, of any delay in delivering Goods on the scheduled delivery date as set forth in the applicable Contract. Supplier shall be responsible for all transport costs, fees, expenses and fines due to delays, and shall coordinate a new/revised delivery date with MP&L department. 7.6 Drop Shipments. Suppliers who have been authorized by AGI in writing to drop ship Goods directly to a non-AGI facility shall submit to AGI Quality engineer and receiving facility, the same quality documentation and data required in Section 5.1.2 (pre-production) or Section 7.7 (production), whichever is applicable under the circumstances. Supplier shall also retain all quality documentation per Table 2-1. Additionally, Suppliers shall also submit shipping documentation as specified in section 7.7.5. ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 17 Advanced Green Innovations, LLC 7.7 Required Documentation. 7.7.1 Pre-Production Product. Refer to Section 5.1. 7.7.2 Production Product. After the Supplier has obtained PPAP approval from AGI, Supplier shall furnish a Certificate of Conformance with each shipment showing part number(s), revision, lot or serial numbers and quantity of the Goods delivered to AGI. 7.7.3 Country of Origin Documentation. If AGI requires the Supplier to ship Goods to international destinations, Supplier's invoice shall contain the required “Country of Origin” indication clearly marked on the accompanying invoice along with a written description and monetary value in U.S. dollars. Suppliers shall be responsible for the accurate completion of customs documents and shall ensure all documents are given to the carrier at time of shipment for proper clearance through customs. Any delays in Customs and/or penalties for incomplete or inaccurate information required for international shipment of Goods shall be paid for by and be the sole responsibility of the Supplier. To ensure compliance with applicable local, state and federal governments (and agencies, departments and instrumentalities thereof), the U.S. Department of Treasury, U.S. Customs, and International Customs, each Supplier shall provide a Certificate of Origin representing all part numbers supplied to AGI to avoid any penalties, fines, assessments, taxes and/or infractions resulting from violations of applicable local, state and federal regulations. Suppliers shall forward their NAFTA Certificate of Origin, annually, to the AGI Supply Chain department. Each Supplier shall submit to AGI annually, on the appropriate forms, documentation which complies with all applicable requirements of NAFTA. 7.7.4 Advanced Shipping Notification (ASN). Supplier is required to furnish to AGI a written Advanced Shipping Notification upon tender of the Goods to a carrier by the Supplier per GP-82004 ASN Submission Procedure. 7.7.5 Drop Shipment Documentation requirements. following documentation is required: For drop shipments, the 7.7.5.1 Documentation from shipping Supplier to AGI. Supplier is required to email documentation per 7.7.4 to AGI at asn@agigreentech.com. The subject of the ASN email shall include the non-AGI facility that is to receive the Goods on behalf of AGI, i.e. “ASN-McMaster to XYZ Machine Shop”. 7.7.5.2 Documentation from shipping Supplier to receiving facility. Supplier is required to copy receiving facility when sending ASN email to AGI and include a hard copy of all documentation in accordance with 7.6 and 7.7.4 with each shipment. 7.7.5.3 Receiving facility requirements. The receiving facility shall comply with the following with drop ship requirements per GP-82008 upon receipt of the Goods. 8. CORRECTIVE ACTIONS AND RELATED REQUIREMENTS. 8.1 Problem Solving Process. Supplier shall comply with the applicable problem solving practices and methods expressly set forth in AIAG's CQI-10 Effective Problem Solving Guideline. 8.2 Corrective Action Report. AGI has the right but not the obligation to submit a request for Corrective Action Report (a “CAR”) to Supplier when nonconforming Goods are ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 18 Advanced Green Innovations, LLC identified or other AGI written requirements or Specifications are not complied with. When a written reply is requested by AGI, Supplier shall respond using a Corrective Action Report. Unless otherwise requested by AGI, Supplier shall respond to a request for corrective action in writing in accordance with the time frames stated in the Corrective Action Time line set forth in Table 8-1. When documenting the root cause, Supplier shall include detailed answers to the following underlying reasons including but not limited to: 1) Why the specific nonconforming condition, material or incident occurred; 2) Why the nonconformity was not previously detected, remedied and/or corrected by the Supplier's quality controls; and 3) Why the related process, from a systemic viewpoint, allowed the nonconformity (and potentially others like it) to occur. The Supplier shall utilize the following criteria to determine whether the underlying root cause of the nonconformity has been identified: 1) It initiates and causes the event you are seeking to explain; 2) It is directly controllable; and 3) The elimination of that root cause will result in the elimination or reduction of the problem. TABLE 8-1: Corrective Action Time line Required Action Time line The Supplier shall acknowledge receipt of notification of CAR request and communicate in writing to AGI the immediate containment actions to be taken with respect to the nonconformity reported by AGI. Written response from Supplier same day notification of nonconformance from AGI. The Supplier shall provide a written update of the containment plan to protect AGI during the interim period until corrective action has been implemented and corrected Goods are shipped. This update shall include: Written response from Supplier within 24 hours of notification of nonconformance from AGI. Confirmation that the Supplier has identified all Goods affected by reported nonconformance in process, in stock, in transit, and delivered by Supplier to AGI or AGI authorized drop ship location, by lot or serial number, AGI Contract number, and quantity. Additional specific containment actions needed to be taken by the Supplier and/or AGI. The Supplier shall submit the completed Corrective Action Report indicating the permanent actions taken, or that will take, to prevent recurrence of the same problem or similar problems, and the applicable effectivity dates. ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI Written response from Supplier within 5 business days of notification of nonconformance from AGI. GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 19 Advanced Green Innovations, LLC Supplier statements indicating that the corrective action taken is to alert or re-train the employee, and/or increase inspection alone, are not acceptable corrective actions. Such corrective actions shall be considered insufficient and do not address the underlying root cause of why the Supplier's policies, instructions, processes, procedures, and/or systems allowed the nonconformity to develop and occur and not be detected by existing quality controls. 8.3 Supplier Containment. Until corrective action has been implemented and conforming Goods are shipped by Supplier, Supplier shall provide written documentation with subsequent shipments that affected Goods have been inspected for the identified nonconformances and shall ensure that all such Goods are free from all nonconformities. 8.4 Controlled Shipping. Controlled Shipping (“CS”) Level I and II will be issued against the Supplier when AGI has determined that the Supplier does not have the necessary controls and systems implemented to prevent nonconforming Goods from being delivered to AGI, its affiliates, and/or its Customers. If AGI places Supplier on CS status, Supplier shall initiate a Corrective Action Report immediately per section 8.2 to address all nonconformities and systemic issues that resulted in Supplier being placed in CS status. 8.4.1 Controlled Shipping, Level I – Inspection performed at Supplier's location by Supplier employees. Controlled Shipping inspection process must be performed in a controlled area of the Supplier's plant using written instructions. Inspection data requested by AGI must be collected, inspected Goods shall be certified and data provided to AGI in writing before shipment. 8.4.2 Controlled Shipping, Level II - Includes Level I requirements, with an added inspection by an approved and independent 3rd party. Third party is selected by Supplier and approved by AGI, and paid by the Supplier. In some instances AGI may require that the third-party inspection be performed outside Supplier's facility. Based on the severity of the incident and for repeated nonconformities, AGI may elect to go directly to CSII. The responsible Quality Engineer at AGI will review Supplier's written Corrective Action Report and the AGI Vice President of Supply Chain shall authorize removal or renewal of Controlled Shipping when appropriate. After the corrective action plan has been implemented by Supplier, the Supplier shall have a minimum period of thirty (30) calendar days during which Supplier is required to submit to AGI written verification data showing that no additional nonconformities have been found. 8.5 RMA Request. When AGI Purchasing department requests an RMA for nonconforming or suspect Goods, Supplier shall respond to AGI within twenty-four (24) hours after the date that Supplier receives the RMA request from AGI. If a response is not received by AGI within twenty-four (24) hours, AGI may scrap the Goods and debit Supplier or ship the Goods back to the Supplier “Freight Collect” and debit Supplier at AGI's sole and unilateral discretion. 8.6 Cost Recovery. Supplier cost recovery will be implemented by AGI when AGI determines, in its sole and unilateral discretion, that Supplier is responsible, in whole or in part, for quality and/or delivery nonconformances. Cost recovery process shall include, but is not limited to, sorting, rework, repair and scrap costs incurred at AGI, its Customers or suppliers. The cost recovery rate will depend on the nature of the specific operation and the cost of recovery shall be negotiated between Supplier and AGI purchasing. ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 20 Advanced Green Innovations, LLC 9. SUPPLIER PERFORMANCE AND SUPPLIER SCORECARD. AGI's Supplier performance evaluation process uses a number of factors, such as quality, delivery, and responsiveness to develop an overall Supplier performance rating. This Supplier performance rating serves as an objective measure to determine whether Supplier has complied with and satisfied AGI contractual obligations and expectations. AGI will generate a monthly Supplier scorecard based on performance metrics below. AGI Purchasing will email scorecard to suppliers by the 15th day of each calendar month. 9.1 Performance Measures. Supplier's performance is measured using the five (5) categories set forth below: Where applicable all metrics will be calculated on a rolling six month basis. 1) Quality -- Rejected Parts or Nonconformance in parts per million (ppm). 2) Delivery -- On time deliveries, in percent. 3) Certification -- Current ISO 9001 and/or ISO/TS 16949 certification or compliance. 4) Responsiveness – Responsiveness to Corrective Action Report requests 5) Commercial Responsiveness – On time responses to commercial requests for information and/or data. 9.1.1 Quality. This metric defines the rejected parts received at AGI and AGI authorized drop ship locations and/or its affiliates and/or Customers using the following formula referenced below. The definition of “rejected parts” is the total number of parts rejected by above named locations or returned to Supplier for any valid quality reason (including those caused by shipping and administrative errors): Number of Parts Rejected PPM = Number of Parts Received x 1,000,000 Platinum 0 TABLE 9-1: Quality PPM Fully satisfies requirements set by AGI Green Yellow < 25 < 62 Satisfactory Systemic corrective action is encouraged Red > 62 Systemic corrective action is mandatory 9.1.2 Delivery. This metric defines the delivery performance rating using the following formula: “On-Time” is based on the delivery date. Number of Received on Time x 100 Delivery = Number of Parts Received Based on AGI's current expectations, the following table describes the resulting actions for varying performance levels: Platinum TABLE 9-1: Quality PPM 100% Fully satisfies requirements set by AGI Green Yellow > 99% Satisfactory < 98% Systemic corrective action is encouraged Red < 97% Systemic corrective action is mandatory ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 21 Advanced Green Innovations, LLC 9.1.3 Certification. This metric defines the certification level rating of Supplier using the following criteria: Platinum 0 TABLE 9-1: Quality PPM Fully satisfies requirements set by AGI Green Yellow < 25 < 62 Satisfactory Systemic corrective action is encouraged Red > 62 Systemic corrective action is mandatory 9.1.4 Responsiveness. This metric defines the responsiveness rating of the Supplier to CAR requests as required per Table 8-1 Corrective Action Timeline. AGI evaluation of the Supplier's responsiveness uses the following criteria: Platinum 0 TABLE 9-1: Quality PPM Fully satisfies requirements set by AGI Green Yellow < 25 < 62 Satisfactory Systemic corrective action is encouraged Red > 62 Systemic corrective action is mandatory 9.1.5 Commercial Responsiveness. This metric defines the commercial responsiveness rating of the Supplier as determined by AGI purchasing, quality, engineering, materials planning & logistics, and finance. The commercial responsiveness metric is a subjective rating using the following criteria: Platinum 0 TABLE 9-1: Quality PPM Fully satisfies requirements set by AGI Green Yellow < 25 < 62 Satisfactory Systemic corrective action is encouraged Red > 62 Systemic corrective action is mandatory 9.2 New Business Hold. Based on AGI's Supplier scorecard rating and Supplier's performance under executed Contracts between the parties, AGI may notify Supplier that it has been placed in New Business Hold status. A Supplier may be placed in NBH status for quality or non-quality reasons. 9.2.1 A notification letter will be sent by AGI to Supplier indicating reason(s) for NBH status and Supplier shall submit a CAR within ten (10) calendar days of receiving letter addressing AGI's concerns referenced in the letter, once AGI approves CAR, Supplier has twenty (20) calendar days from CAR approval to implement actions, submit evidence of action implementation and report action completion back to AGI. If deemed necessary, AGI will verify implementation at Supplier site before removing NBH Status. 9.2.2 If the Supplier has successfully implemented all actions in accordance with the CAR, and AGI Vice President of Supply Chain approves NBH status exit, a notification letter will be sent to Supplier indicating that Supplier has been removed from NBH status. 9.2.3 A Supplier on NBH status will not be eligible to bid on new AGI business without approval from AGI Vice President of Supply Chain. The Supplier scorecard will reflect NBH status and Supplier may be asked to resubmit PPAP. ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 22 Advanced Green Innovations, LLC 9.2.4 If a Supplier is put on Controlled Shipping II, the Supplier will automatically be placed on NBH. 9.3 Supplier Development Program. 9.3.1 AGI has the right but not the obligation to provide certain Suppliers with training and guidance in the successful implementation of the appropriate quality tools to develop and improve the Supplier's operations (a “Development Program”). The type, nature and degree of AGI assistance in connection with Supplier Development Program will vary depending on areas targeted for improvement. 9.3.2 Examples of improvements that might be targeted for development include but are not limited to: Process control improvement; Quality system improvement; and Product quality improvement 9.3.3 The Supplier Development Program may include one or more audit(s) by the AGI SQE and other AGI representatives, if applicable. 9.4 VA/VE and Cost Reduction. Suppliers shall achieve cost reductions to support agreed upon pricing targets on an annual basis. Cost reduction may affect sourcing decisions and long-term Supplier relations with AGI. VA/VE activities are an important and effective method for reducing costs by eliminating waste and reducing non-value added activities in the manufacturing and delivery processes. Suppliers shall pursue VA/VE opportunities and present such opportunities to AGI in writing for consideration and approval. Cost saving opportunities include, but are not limited to: Improved Payment Terms; Volume Efficiency; Simplifying the product or process; Improved utilization of manpower; Quality Improvement; and Subcontractor Cost Reduction Programs. This Manual may be amended or modified by AGI in its sole and unilateral discretion from time to time. Supplier shall complete review of modifications within (10) ten business days after receipt of the written notification from AGI and Supplier shall send AGI an implementation plan per section 6.5 of this Manual. End of Supplier Quality Manual. ©2015, Advanced Green Innovations, LLC. (AGI). This document may not be copied, duplicated, transmitted, posted or disclosed in whole or part without the written permission of AGI GP-85031 Rev 1 (4/14/15) 7030 West Oakland Street, Suite 103 Chandler, AZ 85226 (P) 480-921-2755 (F) 480-921-3994 23