Supplier Tooling Guidelines

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1Supplier ToolingGuidelinesRef.V1.9TitlePage RevNavistar Supplier Tooling 42 Date: 10/09/2012Guidelines1

2Contents:1.0 SUPPLIER TOOLING DEFINITION1.1 GlossarySBT: Supplier Based ToolingNavistar Global Purchasing Organization, responsible for negotiation of SBTamount. Navistar is responsible for payment of Supplier Based Tooling cost.1.2 General PurposeThis section of the Navistar SBT Guideline defines which items are classified byNavistar as tooling and which costs associated with tooling can be classed asSBT. Items and costs not mentioned in this document are not classed as SBTand will not be funded by a Navistar SBT payment.Navistar will authorize payment, as SBT, the lower of the following amounts(excluding agreed cost increases due to design changes)a) The amount agreed with the supplier at Supplier Contract Timing.b) The actual cost incurred by the supplier for tooling.c) Mark-up on Supplier Tooling is not allowedNavistar does not allow any suppliers to make a profit on productiontooling manufactured by a third party. Tooling is a pass through cost.1.3 Navistar Tooling ItemsSee Table 1. Only items listed in this table are classified as tooling by Navistarfor purposes of SBT payment.1.4 Navistar SBT CostsSee Table 2. Only cost items listed in this table can be reimbursed by Navistarthrough SBT payments.1.5 Investment Optimization:Navistar expects its suppliers to continuously strive to optimize the cost ofspecific tooling by actions such as:Setting cost reduction targets for SBT in line with those identified by SBTTooling Managers.Technical specifications for the Tool limited precisely to what is necessary.Selection from competing toolmakers in the market, including LCC.Maximum use of standard components from competitive suppliers.Reconfiguration of existing facilities to accommodate new production.Design of new, more versatile facilities.2

3Priority usage of flexible technology such as robotics, machining centersetc.Utilize flexible technology wherever it can be applied designing facilities inthe form of: Industry standard or standardized machine specific tools.1.6 Exceptions1.6.1 Standard Parts Tooling is not classified as SBT i.e. tooling for parts thatare or will be sold to the aftermarket or customers other than Navistar.1.6.2 Prototype Tooling is not classified as SBT i.e. tooling when not designedto satisfy mass production requirements.1.6.3 Duplicate Tooling is not classified as SBT unless required to meetcapacity requirements. Tooling capacity will be calculated on the basis of 5000working hours per annum1.6.4 Tool Replacement/Refurbishment is classified as SBT only if required asa result of production volume exceeding forecasted model life volume as definedin original RFQ or based on expected Industry Standard of Tooling life.1.6.5 Casting Dies Tool Replacement/Refurbishment of aluminum castingdies is classified as SBT. The details concerning industry standard tooling life isreferenced in Article 5.4.1.7 Tooling OwnershipNavistar tooling items, including all tool design documentation and data, are100% owned by Navistar; tool disposal must be carried out in accordance withthe Navistar procedures.1.8 Tooling AuditNavistar reserves the right to audit cost of Supplier Based Tooling items at alllevels of Suppliers for up to 2 years after purchase order date. Tooling Inventoryis subject to audit at anytime with prior Supplier notice.3

4Table 1: Navistar Tooling ItemsItemQualificationDies – (Progressive, Transfer, Trim, SteelRule, Restrike, Pierce, Form, Powdered Metal,Forging, Flange, Fine Blanking, Extrusion,Draw, Crimp, Camber, Blanking, Hemming,Roll Form.Fixtures – Assembly, Coating, Cooling, Drill,Leak Test, Machine, Paint, Plating, Shrink,Water Jet, Weld.Foundry Tools – Cope Drag, Core Box, HunterPlate, Match Plate, Patterns, Trim Dies.Manual Checking GaugesInjection MoldsGages – Final Assembly, Hand Held, InProcessDie Cast – Permanent, Trim DieBend Tooling – CNC Bender, Mandrels, PressBrake, Rod Bender, Tube BenderPaint MasksRacks – Paint, PlatingMolds – Blow, Injection, Compression, Insert,Open, Rotational, RTM, Stack, Thermo VacForm, Transfer, Trim Die, Foam.Patterns – Model, PatternExcluding transfer fingersOnly mechanical design, parts& assembly. Jig Posts must befixed to the m/c base or framevia single detachable plate.Control equipment is excluded1 per shipping unit (max)Table 2: Navistar SBT Cost Items ConsiderationsCost ItemTool DesignTool MaterialsCastingTool ComponentsMachiningTool AssemblyTool Try Out (no grain)Freight & DutySupplier Tool Tryout/MaterialGraining CostsGraining TrialProgrammingQualificationToolmaker costs onlyIncluding Patterns/Models/ResinsIncluding ElectrodesIncluding NC data preparation1 trial, Toolmaker costs only1 time by land, from Toolmaker to Plant1 trial, Toolmaker costs onlyIncluding tool shipping1 trialSBT Prior Approval4

5NAVISTAR TOOLINGINDEXTooling OverviewPg. 7Article 1DefinitionsPg. 8-11Article 2Supplier Requirements and Tooling ObligationsPg. 12Article 3Drawings and EngineeringPg. 13Article 4Navistar PropertyPg. 14Article 5Tooling RefurbishmentPg. 15Article 6RFQ Process and ValidationPg. 16Article 7Tooling Cost Reduction ProcessPg. 17Article 8IdentificationPg. 17Article 9Submission of Tooling PicturesArticle 10Part Design Change ProcessArticle 11Tooling Cost and Audit GuidelinesPg. 21Article 12Reimbursable Supplier Based ToolingPg. 22Article 13Provisions Applicable to Supplier–Owned Tooling Pg. 24Article 14Tooling Transfer ResponsibilityArticle 15TAR and TIM Inventory Documents Pg. 26Pg. 18-19Pg. 20Pg. 255

6Tooling Payment ResponsibilitySection 1General CostPg. 27Section 2EngineeringPg. 28Section 3Miscellaneous Capital EquipmentPg. 29 - 31Section 4Molds and PatternsPg. 32Section 5DiesPg. 33Section 6MachiningPg. 34Section 7ElectricalPg. 35Section 8GagesPg. 36Section 9Welding & Assembly FixturesPg. 37Section 10Forging, Casting & High Wear ToolingPg. 38Tooling Invoice ProcedureNavistar Invoice Package Process FlowPg. 39Invoice Package RequirementsPg. 40Requirements for submitting and Invoice PackagePg. 41Invoice Package ExamplePg. 426

7Navistar, Inc.Supplier Tooling Guidelines OverviewThe following document summarizes the Navistar Supplier Tooling Guidelines and Processeswith respect to Supplier Based Tooling. From Navistar’s perspective as the investing party,Suppliers will be expected to follow this Supplier Tooling Guideline as a direct result of acceptinga Navistar Vendor Code and/or Purchase Order. It is the responsibility of all Tier 1 Suppliers toensure that their sub-suppliers fully understand and comply with the applicable ToolingGuidelines.If a Comprehensive Supply Agreement (“CSA”) has been executed between Navistar and theSupplier, should there be any conflicting terms of the CSA, the CSA document will takeprecedence over the terms of Articles as stated within these Guidelines.NAVISTAR has created the following document as a set of guidelines to inform Suppliers of thepolicies, objectives, purchasing procedures and specific requirements with respect to SupplierBased Tooling located at the facilities of the Tier I and that of Sub-Suppliers. All of these detailscontained within this document are set forth at the Navistar Tooling Managers Discretion.7

8Article 1 Definitions1.1 Within these Guidelines, the following terms have the following meanings:“ATT”Internal Navistar DocumentAuthorization to Tool;“Affiliate”“Background Patents”thatistheAn entity that:(i)is controlled directly or indirectly by;(ii) controls directly or indirectly; or(iii) is under common control with Navistar orSupplier, as the case may be. “Control”for this purpose shall mean having ashared equity interest in the issued sharecapital of the other entity;(i)any registered patent, registered utilitymodel or registered design right acquiredor owned prior to starting the DevelopmentWork; or(ii)Any application to register a patent, utilitymodel or design right filed prior to startingthe Development Work;“Buyer”Navistar Supply Manager Purchasing DepartmentParts Buyer;“CIF”Has the meaning set out in Article nsive Supplier Agreement, ifentered into between Navistar and Supplier;“Development Work”All work necessary to develop the Parts so that theParts meet all Specifications and are fit for theirintended purpose. Development Work includes,without limitation, all initial technical discussions(for example, brainstorming sessions) betweenSupplier and Navistar, regardless of whetherNavistar and Supplier have signed a definitivecontract at the time of such discussions. Suchdiscussions may include the exchange ofConfidential Information, which shall be treated bythe Parties in accordance with NavistarConfidentiality Agreements“DTS”Direct Tooling Source has the meaning set forth inArticle 7.1;“DPTS”Direct Purchase Tooling Steel has the meaningset forth in Article 7.2;any,8

9“Guidelines”Has the meaning set forth in Article 2.3;“Lien Release Document”The document that sets aside any lien againsttooling purchased by Navistar through a thirdparty;“LCC”Leading Competitive Country has the meaning setforth in Article 7.4;“Navistar Drawing”A drawing in any medium, including an electronicversion in a CAD format, specification tender,standard or other technical document of similarnature made by or belonging to Navistar or any ofits Affiliates;“Navistar Property”Has the meaning set out in Article 4.0;“OEE”Operational Equipment Efficiency has the meaningset forth in Article 6.8;“Parties”Supplier and Navistar;"Parts"All goods more particularly described in or by anyPurchase Order, Acceptance Drawing or Requestfor Proposal, including production parts, trial parts,service parts, sample parts, accessories, rawmaterials, and Supplier Tooling together with anyrelated services;“PCBL”Product Change Background Letter; appearswithin documentPhotographs of ToolingNavistar tooling confirmation is achieved in somecases via electric validation. Therefore picturesare necessary to be submitted within the toolinginvoice submission package;“Piece Price”The Cost of the Supplied Part (PP);“Price”The price of the Parts identified in the applicablePurchase Order; or Price of the Tooling;“PSW”Part Submission Warrant has its Navistar use setforth in Article 9.8;“Purchase Order”Authorization for procurement of goods andservices;“RFQ”Has the meaning set forth in Article 6.1;9

10“SDM”Supplier Development Manager has the meaningset forth in Article 14.1;“SOP”Has the meaning set forth in Article 3.3;“Specification”Any design (including engineering, quality,reliability & material standards), drawings in anymedium (including electronic versions in a CADformat), data, descriptions, samples or otherinformation relating to the Parts;“STCBF”Supplier Tooling Cost Breakdown Form has themeaning set forth in Article 6.4;“Subcontractors”Third party Suppliers that Tier 1 Supplierdelegates or subcontracts to manufacture Parts;“Supplier Based Tooling”Valid Tooling paid for by Navistar, and used bySupplier in manufacturing the Parts; Article 12“Supplier Design”A drawing in any medium, including an electronicversion in a CAD format, created by Supplierbased upon specification provided by Navistar orany of its Affiliates and design-released byNavistar or any of its Affiliates;“Supplier Owned Tooling”Has the meaning set out in Article 13;“STMR”Supplier Tooling Management Report is a ToolingStatus report issued by Navistar Tier 1 Supplierson given intervals that captures the condition ofthe tooling assets (Tooling Life). It may includepictures and report on PM schedules andproduction counts.“TAR”Tooling Acceptance Report. Report issued by theTier 1 supplier to Navistar that captures NavistarAsset location and specific tooling details anddimensions. It has its meaning set out in Article15.1“TIM”Tooling Inventory Master – Standard Navistar(Excel) format for suppliers to use to capture acomplete list of Supplier Based Tooling at aSupplier Location. Article 15.2“TCM”Tooling Component Management – A NavistarTooling Strategy that allows for the directpurchase of tooling components from given toolingsources; has the meaning set out in Article 7.3;10

11“Technical Information”Has the meaning set out in Article 3.2;“Tier I”Means the Supplier with a direct contractualrelationship with Navistar;“Tier II”Means sub-suppliers to the initial Supplier;“Tooling”All tools, jigs, dies, gauges, fixtures, molds,patterns and other equipment used by Supplier inmanufacturing the Parts;Tooling Bailment tar and its Tier 1 Suppliers that governs theuse of Navistar Supplier Based Tooling;“Tooling Manager”The person within the Global ProcurementDepartment responsible for the Navistar ToolingCoordination and Purchasing duties;“Tool Shop”Manufacturer of Specific Tooling;“TT”Tooling Transparency – Document submitted bythe supplier that captures details of Tooling Costreferenced with a Tool shop quotation;“TLM”Tooling Life Master – Supplier Documentsubmitted to Navistar to proactively manage the torefurbishment timeline and project futurerequirements so as to avoid unnecessary costs.The specify form is found on the Navistar SupplierWebpage. Article 5.2;11

12Article 2Supplier Requirements and Tooling Obligations2.1Supplier shall maintain the Tooling in good working condition so that the manufacture ofthe parts supplied is not interrupted.2.2Supplier shall properly house, care for, repair or, if necessary, replace all Supplier BasedTooling and shall bear the risk of loss or damage thereto (excluding normal wear). TheSupplier Tooling is on loan by Navistar to Supplier.2.3Supplier agrees to be bound by the Supplier Tooling Guidelines (“Guidelines”) as providedto Supplier by Navistar. Such Guidelines may be revised, amended, or replaced fromtime to time by Navistar. Upon any such revision, amendment, or replacement, updateswill be posted on the Navistar Supplier Portal within the “Supplier Tooling Tab”.2.4Supplier shall only use the Supplier Tooling for manufacturing the Parts for Navistar.Supplier shall, immediately upon Navistar’s request, release the Supplier Tooling toNavistar or its nominee in accordance with Navistar’s instructions. All Supplier Toolingshall be marked as the “Property of Navistar” by Supplier, shall not be commingled withthe property of Supplier or any third person, and shall not be moved from Supplier’spremises (except for repair or modification) without Navistar’s prior written approval.Supplier shall not modify, lease, transfer or dispose of any Supplier Tooling unlessSupplier obtains Navistar’s prior written consent.2.5Navistar and Supplier recognize that the Price quoted by Supplier for the Supplier Toolingmay be an estimate. Navistar and Suppliers agree, however, that the estimated Pricerepresents a maximum cost of the tools and that the firm Price shall be based on theactual cost to Supplier. At such time as firm pricing is established, Navistar will issue anamendment to the applicable Purchase Order to reflect current pricing. Supplier shalluse best efforts to produce the Supplier Tooling at the lowest possible cost consistentwith Navistar's production part quality requirements. Navistar reserves the right to auditSupplier Tooling cost at the tooling or production location. Notwithstanding the abovestatements, any increase in the amount of any applicable Purchase Order may beaccomplished only upon agreement of Navistar.2.6Navistar Supplier Tooling reserves the right to qualify all Supplier Tooling facilities thatproduce tools for Navistar. Navistar has the right to perform an on-site audit at any time.In the event Navistar disqualifies a tool shop, Navistar reserves the right to (DTS) directthe build of Navistar tools to any Navistar approved Tool Shop.12

13Article 3Drawings and Engineering3.1Supplier shall furnish Navistar with the Design Drawings. Navistar may copy, preparederivative works and disclose the Design Drawings to any third party.3.2Supplier shall furnish Navistar with specifications, concept sheets, CAD data, informationand other data Supplier acquires or develops in the course of Supplier’s activities forNavistar as well as all other information and data that Navistar deems necessary tounderstand the Parts and their manufacture (collectively the “Technical Information”). Asto any Technical Information that is Confidential Information, Navistar shall not copy anddisclose such Technical Information to any third party without the prior consent ofSupplier.3.3All Supplier Tooling Design is the property of Navistar. At any time Navistar requeststool design and layout information, Supplier will provide all requested documentation in atimely manner. At the start of production (“SOP”) timing, all related digital files must beprovided to the Supplier Tooling Manager by request. Navistar’s Supplier Toolingdepartment reserves the right to review the tool design before the tools are built. Thisreview is not to approve the design, but to gather information about the Supplier Toolingprocess. At Supplier Tooling acceptance sign off, the Navistar Supplier Tooling Managermust be provided a CD with the tool design and/or strip layout on it. This is to aid in costestimating of design changes. Cutter paths, etc. are not needed. Only a CAD drawing ofthe Supplier Tooling is required.13

14Article 4Navistar Property4.1All Navistar Drawings, Intellectual Property Rights owned by Navistar and ConfidentialInformation supplied to Supplier by Navistar shall remain the property of Navistar, andSupplier shall use such property only for the purpose of fulfilling its obligations insupplying the Parts to Navistar.4.2All supplies, materials or other items paid for or reimbursed by Navistar to performSupplier’s obligations hereunder (collectively the “Navistar Property”) shall remain theproperty of Navistar. Supplier shall use the Navistar Property only in connection withsupplying the Parts to Navistar, and shall not use the Navistar Property in any mannerwhatsoever for the benefit of any other customer or third party without Navistar’s priorwritten consent. Supplier shall, immediately upon Navistar’s request, release the NavistarProperty to Navistar or its nominee in accordance with Navistar’s instructions. TheNavistar Property shall be marked as the “Property of Navistar” by Supplier, shall not becommingled with the property of Supplier or any third person, and shall not be movedfrom Supplier’s premises without Navistar’s prior written approval.4.3Supplier shall indemnify Navistar against any claim adverse to Navistar's ownership ofthe Supplier Tooling, except as such claims may result from any acts or omissions ofNavistar.4.4To the extent permitted by law, Supplier waives its right to object to the repossession ofthe Supplier Tooling by Navistar in the event Supplier initiates or is otherwise involved inbankruptcy proceedings.4.5Title to any modifications, changes or accessions to Supplier Tooling shall vest inNavistar regardless of whether Navistar has reimbursed Supplier for such modification,changes or accessions. Supplier shall keep such records in relation to the SupplierTooling as Navistar may reasonably require. None of the Supplier Tooling shall be usedin the production, manufacture or design of any goods or materials except to the order ofNavistar. Supplier shall not sell or otherwise dispose of any product using SupplierTooling to any party other than Navistar except where specifically authorized by Navistarin writing. Supplier's responsibility continues beyond the expiry date of the related partsPurchase Order.4.6If the Supplier Tooling is not utilized to produce any parts for Navistar for a period of twoyears, Supplier shall so notify Navistar Tooling Manager and request instructions as tothe disposition of the Supplier Tooling. If Supplier subcontracts all or any portion of themanufacture of th

Navistar tooling items, including all tool design documentation and data, are 100% owned by Navistar; tool disposal must be carried out in accordance with the Navistar procedures. 1.8 Tooling Audit Navistar reserves the right to audit cost of Supplier Based Tooling items at all levels of Suppliers for up to 2 years after purchase order date.

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