Supplier Requirements Manual

Doc # 7.4.1.2

Rev Date: 061417

Contents

Contents

NYX Goal 3

PURPOSE 4

SCOPE 4

CONTACTS 4

SUPPLIER CODE OF CONDUCT 5

SUPPLIER ELIGIBILITY 6

REQUEST FOR QUOTATION (RFQ) PROCESS 8

TERMS AND CONDITIONS 9

PURCHASE ORDER ADMINISTRATION 9

ADVANCED QUALITY PLANNING 10

PRODUCTION PART APPROVAL PROCESS 10

RUN AT RATE 13

ENGINEERING CHANGES: 13

EARLY LAUNCH CONTAINMENT 14

RECEIVING INSPECTION 14

QUALITY & DELIVERY PROBLEM REPORTING AND RESOLUTION 14

CHARGE BACKS 15

PRODUCT IDENTIFICATION AND TRACEABILITY 16

INTERNAL AUDITS 17

RELEASING 18

DELIVERY 19

PREMIUM FREIGHT 19

SAFETY & ENVIRONMENTAL 20

OBSOLESCENCE CLAIMS 20

METHODS 22

TRANSACTION SETS 22

LABELING 23

CALIBRATION/VERIFICATION 28

INVOICING 29

DEBITS 29

CREDITS 30

SUPPLIER PROFILE 31

SUPPLIER DEVELOPMENT 31

SUPPLIER PERFORMACE MONITORING METHODS 31

NEW BUSINESS HOLD………………………………………………………………….35


INTRODUCTION

One key element in reaching our vision is the partnership we form with our suppliers. Therefore, NYX recognizes suppliers as one of the key stakeholders to our business

Our expectations from our suppliers are identical to those expected by our customers.

Jatinder-Bir Sandhu Chain S. Sandhu

CEO Chairman

Rimon Nasr Vijay Kanakamedala

Executive VP President

Jimmy Dyal James Waldo

Director of Purchasing VP of Quality

PURPOSE

This Supplier Requirements Manual ("Manual") describes the purchasing procedures of NYX Inc. ("Buyer") and lists the obligations of a supplier ("Seller") to Buyer and to Buyer's Customers. Because purchased materials, parts, products, Processes and services ("Goods and / or Services") affect every part and assembly shipped by Buyer, these obligations are to ensure that Seller can and does conform to Buyer's quality, environmental management system requirements and is committed to customer satisfaction through continuous improvement of its processes and product.

SCOPE

This Manual (as it may be amended) shall be incorporated into each contract agreement issued by NYX Inc. to Seller. Seller's sale of any Goods, Processes and / or Services to Buyer constitutes acceptance of the applicable PO (including this Manual). Obligations of the Seller contained in this Manual may only be modified or waived by an NYX Executive Representative (CEO, President, VP of Quality or VP of Purchasing) in writing.

Compliance to the requirements within this Manual, as well as to the NYX INC. Purchase Order Terms and Conditions is mandatory.

This Manual applies to all NYX Inc. Operating divisions (“All NYX Receiving plants”)

This manual is also available on / NYX’s Website Supplier Portal. It is the supplier’s responsibility to check at regular intervals for updates to this Manual at http://www.nyxinc.com/suppliermanual/NYX Supplier Requirements Manual.

If for any reason, the above web-sites cannot be accessed, it is your responsibility to contact your assigned NYX buyer for a copy.

CONTACTS

The NYX Inc. Purchasing organization (Corporate or Local Operating divisions) is the primary contact regarding any commercial agreement.

Corporate Headquarters: 36111 Schoolcraft Rd, Livonia, MI 48150

Phone: (734) 462-2385 Fax: (734) 464-4830

Quality

Nadeem Ul Haque, Corporate Supplier quality Manger -

Don Robinson, Corporate Supplier Quality/Conflict Minerals -

Purchasing

Harvinder Singh, Director of Purchasing -

Jimmy Dyal, Director of Purchasing -

SUPPLIER CODE OF CONDUCT
Suppliers shall ensure operations are being performed in a manner that is appropriate, as it applies to their ethical, legal, environmental, and social responsibilities. Below is a listing of the basic requirements:

· Compliance with Local Laws and Regulations- Suppliers must adhere to the laws and regulations in the locality in which they reside. This includes all local, state, and federal laws/regulations in the country of origin, as well as the country of sale. For products brought into the United States, all federal standards must be met. International suppliers should be Customs Trade – Partnership against Terrorism (C-TPAT) or country equivalent certified.

· Compliance with Environmental, Health, and Safety Laws- Supplier must maintain and operate its manufacturing/production facilities and processes in accordance with local, state, and federal laws/regulations in the country of origin. At no time shall any NYX person be exposed to hazardous materials or unsafe conditions as a result of Supplier shipments to a NYX location, or while visiting a Supplier’s location. For items with inherent hazards, safety notices must be clearly visible. As applicable, documented safety handling and protection information must be provided.

· Non-Discrimination Suppliers shall not discriminate against race, color, sex, religion, age, physical disability, or other defining characteristics as prohibited by local, state, and federal laws/regulations in the country of origin.

· Labor - Child Labor – Suppliers shall employ workers of minimum legal age in accordance with local, state, and federal laws/regulations in the country of origin. Child labor laws must be followed.

· Forced/Indentured Labor – Suppliers shall not practice the use of forced or indentured labor.

· Work Hours/Days – Suppliers shall not exceed the daily and weekly working hours as permitted by local, state, and federal laws/regulations in the country of Origin.

· Wages and Benefits – Suppliers shall compensate workers in accordance with local, state, and federal laws/regulations in the country of origin. This includes minimum legal wage, overtime wages, and benefits (required by law).
· Ethics (“Whistle blowing”) Evidence of corruption, bribes, improper advantage, or any other form of illegal practice by the Supplier or associated operations will terminate all relations with NYX.

· Confidentiality The Supplier shall ensure the confidentiality of NYX-contracted products and projects under development, and related product information, as well as intellectual property shared as a result of the working relationship.

· Code of Conduct and Policy Enforcement This policy applies to Suppliers and their sub-tier sources. It is the responsibility of the Supplier to verify and monitor compliance of this code at their operations and sub-tier source operations.
PURCHASING

It is our intention to team with suppliers that are committed to, and deliver quality products. These suppliers can support NYX Inc.’s goals by consistently providing defect free products on time, taking a proactive approach to continuous improvement, and reacting quickly to our collective needs.

Quality, Delivery, Value, and Service are factors that govern the evaluation of all sources prior to soliciting a quotation and during the tenure of the purchase contract. NYX Inc. must be assured that new suppliers will be able to produce an improved product, reduce costs, or offer other advantages.

In an effort to improve both quality and cost of NYX Inc. products, we are constantly searching for additional suppliers who offer the best value.

SUPPLIER ELIGIBILITY

In order to be an eligible supplier to NYX Inc., the supplier will have to meet the following criteria.

A supplier may qualify to be included in the Approved Supplier List through the following processes:

Customer Directed sources (also known as “Directed-Buy”):

After the customer identifies the supplier as the selected source for a specific part or commodity, supplier information will be entered in the approved supplier list. NYX will require a letter from the customer that instructs the NYX to use the supplier. Details surrounding these circumstances will be handled on a case-by-case basis.

Competitive Bidding:

Quotes and proposals may be solicited from potential new suppliers who are not included in the NYX Approved Supplier List. Tentative sourcing decisions to award business to a new supplier may be made with the requirement that the supplier has completed all selection requirements prior to the issuance of production purchase orders. Following receipt from supplier of a completed Request for Quotation, for goods, Processes or service along with a Supplier Quotation Analysis Form or a (commodity/supplier specific quotation analysis form), the approval process may start.

The approval process is as follows:

All production parts, material suppliers shall be ISO 9001 or ISO/TS 16949 or IATF16949 certified or customer directed sources. Services such as rework, sorting etc. that effect customer requirements shall be ISO 9001 or ISO/TS 16949 or IATF16949. External Lab that provide services -such as Calibration services, Lab testing services shall be accredited to ISO/IEC17025 or national equivalent, or either acceptable to customer.

Calibration services may be performed by the equipment manufacturer when a qualified laboratory is not available for a given piece of equipment/gage/instrument. In such cases NYX will verify the internal laboratory requirements.

Calibration services other than qualified laboratory or accepted by customer, if required may be subjected to Government regulatory confirmation.

Any services that impacts the Quality management and Environmental management system must comply with applicable Government rules and regulations.

Competency of the external provider service personnel will be verified by reviewing certificate, training records, education level or past experience.

Note: ISO/TS16949 will no longer be valid after 14th of September 2018

Criteria for selection

New suppliers to NYX shall follow the NYX supplier selection process. Documents related to supplier assessment will be maintained in their supplier file.

· Minimum ISO 9001 certificate or customer directed supplier to NYX.

· Note: When a supplier to NYX Organization is so small (in term of automotive business with NYX, resources and business complexity) as to not have adequate resources to develop a system according to IATF16949:2016 or ISO 9001:2015, certain specified elements may be waived by NYX of their supplier.

NYX Purchasing has to identify the criteria for selection of small suppliers. Small suppliers with the income of $45,000 in annual purchases. Complexity of business will be determined on a case by case business.

· Complete the NYX supplier Assessment.

· Successfully pass New Supplier Audit, if required. Suppliers that initially are not determined to be acceptable will be allowed to develop action plans and timelines to correct any deficiencies and then request a re-audit to verify implementation of these actions. Business cannot be awarded until an acceptable audit is achieved.

An acceptable quote shall be received from the supplier. If these conditions are satisfactorily met, the supplier may be added to the Approved Supplier List.

The Corporate Purchasing will maintain an Approved Supplier List. This list will contain production material, color conc., component suppliers, calibration and testing suppliers. All other suppliers will be maintained in the MRP database. The Approved Supplier List will be updated on a continuous basis in order to reflect input from the assessment, development and performance monitoring systems maintained by the Corporate Purchasing. The data will be used to establish a supplier performance rating as well as to aid the assessment of suppliers for future business. The Corporate Purchasing reserves the right to remove a supplier from the approved supplier list at the discretion of VP of Purchasing.

It is the supplier’s responsibility to submit copies of a supplier’s renewal certificate on or before the expiration date of the certificate.

Probationary Suppliers:

Suppliers with following conditions will be put in to the probationary status.

· Suppliers who are not ISO9001 or ISO/TS 16949 or IATF16949 and pursuing towards this certification and added to the supplier list at the discretion of VP of Purchasing and VP of Quality

· Suppliers whose performance falls below the acceptable ongoing performance evaluation

All probationary suppliers will be responsible for all receiving and inspection costs that are incurred by NYX Inc. These suppliers will have to perform internal audits and submit results to NYX Supplier Quality. Suppliers may be subjected to quality system audit by the NYX Quality group.

Quality Management System Development-

NYX will require for their suppliers to develop, implement and improved a quality management system certified to ISO 9001, unless otherwise authorized by the customer, with the ultimate objective of becoming certified to IATF 16949. The following sequence should be applied to achieve this requirement.

a)Compliance to ISO 9001 through second-party audits(Second party audits are external audits. They're usually done by customers or by others on their behalf of supplier expense. However, they can also be done by regulators or any other external.) Suppliers must pass the second party audit and have a plan to be certified within defined time on the audit report.

b) Certification to ISO 9001, through third party audits bearing the accreditation mark of a recognized IAF MLA member and where the accreditation body’s main scope includes management system certification to ISO/IEC17021;

c) Certification to ISO 9001 with compliance to other customer-defined QMS requirements;

d) Certification to ISO 9001 with compliance to IATF 16949 through second party audits;

e) Certification to 16949 through third-party audits (valid third party certification of the supplier to IATF 16949 by an IATF-recognized certification body)

e-Business capabilities- Suppliers shall have email, Internet access and Internet browser as a minimum for e-Business capability. This is required for communications such as Performance information, Program tracking, Supply EDI and ASN

REQUEST FOR QUOTATION (RFQ) PROCESS

The RFQ process will be broken down into two groups:

A. Material Suppliers

B. Sub Contractors

Material suppliers:

After being given their grade, they will have to fill out an RFQ form and the following information must be available: Only areas which are applicable to each supplier will need to be filled out: See Attachments RFQ.

Cost Estimates:

- Quotes are to include assumptions considered in their preparation.

- Suggestions for alternative design/material are recommended.

B. Sub contracted work:

For suppliers who are sub-contracted work from NYX additional cost breakdown items might be required in addition to what is listed above. Also, all Sub-contractors will be subject to the same grading system as all other suppliers.

Other items such as press size; cavities and etc. will be required from Sub-contractors.

TERMS AND CONDITIONS

The NYX Inc. terms and conditions requirement is posted on NYX website www.nyxinc.com.

All suppliers will be provided with NYX terms and conditions. The supplier can sign the terms and condition document and forward the sign copy to NYX or the supplier will be considered in agreement with NYX terms and conditions, when the first shipment is made to NYX. The NYX terms and conditions requirement will supersede any and all other agreements that are not mentioned in this supplier requirement manual.

PURCHASE ORDER ADMINISTRATION

Upon being deemed eligible as a supplier, going through the RFQ process, signing the terms and conditions sheet, and being selected as a supplier to NYX Inc., the initial Purchase Order will be administered from NYX Inc. through the corporate headquarters facility at 36111 Schoolcraft Rd. Livonia, MI 48150. The Director of Purchasing at NYX INC will sign the initial Purchase Order. After the initial Purchase Order, all ongoing P.O.’s will be released from the facility that is in use of the product.

NYX recognizes current version of ISO 9001 or ISO/TS 16949 and ISO 14001 requirements. All suppliers are required to establish documents and implement effective production, quality, environmental management systems compliant with current version of ISO 9001 or ISO/TS16949 and ISO 14001 requirements. This manual defines NYX specific requirements and is in conjunction with current version of ISO 9001 ISO/TS 16949 and ISO 14001 Quality and Environmental Requirements.