GMCL PURCHASE ORDER AGREEMENT*
BETWEEN
AMERICAN AXLE & MANUFACTURING, INC.
AND
GENERAL MOTORS OF CANADA LIMITED
--------
* Portions of this Exhibit 10.03 were omitted and filed separately with the
Secretary of the Securities and Exchange Commission (the "Commission")
pursuant to an application for confidential treatment filed with the
Commission pursuant to Rule 406 under the Securities Act of 1933, as amended.
Such portions are marked by the symbol "***".
GMCL PURCHASE ORDER AGREEMENT
This Agreement, (the "Agreement") effective March 1, 1994 (the "Effective
Date"), is entered into by AMERICAN AXLE & MANUFACTURING, INC. ("AAM"), a
corporation organized under the laws of the State of Delaware, and GENERAL
MOTORS OF CANADA LIMITED ("GMCL"), a corporation organized under the laws of
Canada.
P R E M I S E S
WHEREAS, AAM desires to sell to GMCL, and GMCL desires to purchase from AAM,
certain motor vehicle components upon the terms and conditions stated herein;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and in consideration of the mutual promises
contained herein, intending to be legally bound, AAM and GMCL hereby agree as
follows:
ARTICLE 1 - PURCHASE AND SUPPLY COMMITMENTS
1.1 Commitment for Certain GMCL Requirements:
A) For purposes of this Agreement, the term "Existing Components" shall
(collectively or individually) mean certain components which are currently
produced by General Motors Corporation ("GM") or by GMCL's St. Catharines Axle
operation including, but not limited to, front and rear axles, front
suspensions, steering linkages, stabilizer bars, rear propshafts, front
auxiliary prop shafts, brake drums, wheel spindles, forgings, connecting rods
and caps, and related parts, (each a "Family" of Existing Components) as set
forth in detail, with part numbers, on Exhibit "A" attached hereto and
incorporated herein and shall include successors to such Existing Components
which can be manufactured by AAM without significant changes in tooling.
B) GMCL and AAM agree that following the Effective Date of this Agreement AAM
shall, subject to Paragraph 1.1(C) below, be the sole-source supplier to GMCL
for the Existing Components and GMCL shall purchase from AAM, and AAM shall
supply to GMCL, pursuant to purchase orders issued by GMCL and pursuant to this
Agreement, all of GMCL's requirements for such Existing Components, so long as:
(a) GMCL continues regular production of the applicable vehicle
model requiring such Existing Components; or
(b) GMCL continues to require such Existing Components as service
parts for such vehicles, subject to Paragraph 3.5 herein.
Successors to Existing Components being supplied by AAM that require significant
changes in tooling are referred to as "New Components" and shall be sourced in
accordance with Paragraph 1.2 herein; and
C) AAM acknowledges that certain sourcing/purchasing and/or supply arrangements
may exist on the Effective Date between GMCL, and any of GM, GM or GMCL
affiliates or non-affiliated suppliers which relate to the sourcing/purchasing
and/or supply of certain of the Existing Components (the "Existing
Relationships"). To the extent that the Existing Relationships do not, on the
Effective Date, rely on Existing Components produced in any of:
(a) the GM plants which, following the Effective Date will be
owned by AAM (the "AAM Plants"); or
(b) the GMCL rear drive assembly operation located in
St. Catharines, Ontario (the "GMCL Axle Operation")
and notwithstanding Section 1.1 of the U.S. Supply Agreement, such relationships
shall continue unabated and shall not in any way be limited as a result of this
Agreement notwithstanding the provisions of Paragraph 1.1(B) above and GMCL
shall be permitted to supply and/or source such Existing Components in a manner
consistent with the Existing Relationships; provided that any increases or
decreases in volume requirements of any GM division which is part of such an
Existing Relationship for Existing Components will be shared by the parties in
accordance with those proportions, of the GM division's requirements for such
Existing Components, supplied by them as at the Effective Date. GMCL agrees that
it shall provide a listing of the Existing Relationships, including a
description thereof, within six (6) months of the Effective Date.
1.2 Sourcing of New Components. In addition to issuing purchase orders pursuant
to Paragraph 1.1 herein, any purchase orders issued by GMCL during the term of
this Agreement, or extension thereof, for New Components required by GMCL for
use as original equipment or as service parts in vehicles manufactured or sold
by GMCL shall be directed to AAM, provided in each case that AAM has submitted
its proposal in a timely fashion in accordance with GMCL's request for
quotation, that AAM possesses in GMCL's reasonable judgment the manufacturing
capability to supply GMCL's requirements and AAM's terms are competitive with
proposals submitted by companies excluding GM and its affiliates with respect to
quality, service and price. In the event GMCL determines that a proposal
submitted by AAM pursuant to this Paragraph is not competitive with respect to
quality, service and price, GMCL shall so notify AAM and specify in writing the
nature and extent to which AAM's proposal is not competitive. If within thirty
(30) days after such notice AAM does not provide GMCL reasonable assurances of
AAM's ability and commitment to meet or exceed such competitive standard, then
GMCL may enter into contracts to purchase the New Components in question from
other suppliers at terms no less favorable than those offered by AAM for such
time periods and quantities as GMCL in its sole discretion may decide. The terms
for the supply of any such New Components by AAM shall be independent of the
terms of this Agreement except as specifically provided herein.
-2-
1.3 Opportunities to Supply Other Requirements. GMCL will provide AAM
opportunities to submit proposals through GM's advanced purchasing process to
supply GMCL's requirements for other components which AAM is or may be qualified
to supply, with the terms of supply of any such components to be determined
through that process, independent of the terms of this Agreement.
ARTICLE 2 - MINIMUM TERM, EVERGREEN TERM, TERMINATION
2.1 Minimum Seven (7) Year Term. This Agreement shall become effective upon the
Effective Date and shall remain in effect for a minimum period of seven (7)
years from the Effective Date, subject to an evergreen renewal under Paragraph
2.2 below, non-renewal under Paragraph 2.3 below, and early termination under
Paragraphs 2.4 and 2.5 below.
2.2 ***
2.3 ***
2.4 Early Termination. GMCL may terminate this Agreement in any of the
following events:
(a) AAM becomes insolvent or enters into bankruptcy, receivership,
liquidation, an arrangement for the benefit of creditors,
dissolution or other similar proceeding;
(b) A significant portion of AAM's assets becomes subject to
attachment, embargo or expropriation; or
(c) More than ten percent (10%) of the voting shares of AAM become
owned or controlled, directly or indirectly, by a competitor
of GMCL in the business of manufacturing motor vehicles.
However, this Paragraph 2.4(c) shall not apply if AAM
registers and sells its shares in any public offering.
2.5 Early Termination procedure. In the event GMCL elects to terminate this
Agreement pursuant to Paragraph 2.4 above, GMCL shall first notify AAM in
writing of the grounds for the intended termination. In the event AAM fails to
remedy such grounds for termination within sixty (60) days after such notice,
then GMCL may, at its option, terminate this Agreement effective at any time
during the remaining term of this Agreement.
ARTICLE 3 - PRICING
3.1 Prices and Adjustments. The unit prices for Existing Components applicable
during the term of this Agreement, subject to increases or decreases pursuant to
Paragraph 3.6 herein and the last sentence of this Paragraph 3.1 and further
subject to adjustments in calendar year 1996
-3-
and all calendar years thereafter pursuant to Paragraph 3.2 herein, have been
negotiated by GMCL and AAM and are stated in the Supply Schedule attached as
Exhibit A. All prices for Existing Components are on a F.O.B. (shipping point)
basis. Title and risk of damage or loss to the Existing Components and New
Components shall pass upon delivery, F.O.B. (shipping point). Price increases or
decreases shall be made as the result of engineering changes ordered by GMCL or
GM in the specifications for Existing Components, limited to changes in the cost
plus a proportional change in profit.
3.2 Cost Reductions. Any and all price reductions or increases to Existing
Components effected for the benefit of GM and its subsidiaries pursuant to
Sections 3.2 and 3.3 of the Component Supply Agreement between AAM and GM dated
February 17, 1994 (the "U.S. Supply Agreement") shall apply equally to the
Existing Components and the prices for the Existing Components shall be adjusted
accordingly at such time as the corresponding price adjustments are made
pursuant to the above referenced Sections of the U.S. Supply Agreement.
3.3 Payment Terms.
A) GMCL will pay for all Existing Components and New Components shipped
from any AAM Plant as follows:
(a) All AAM sales of Existing Components or New Components to GMCL
for the *** after the Effective Date shall be paid *** in
immediately available funds *** shipment of the product from
the AAM Plants or the GMCL Axle Operation, as the case may be.
(b) All AAM sales of Existing Components or New Components to GMCL
between the *** shall be paid in immediately available funds
*** following shipment of the product from the AAM Plants or
the GMCL Axle Operation, as the case may be.
(c) All AAM sales of Existing Components or New Components to GMCL
between the *** shall be paid in immediately available funds
*** following shipment of the product from the AAM Plants or
the GMCL Axle Operation, as the case may be.
(d) All AAM sales of Existing Components or New Components to GMCL
between the *** shall be paid in immediately available funds
*** following shipment of the product from the AAM Plants or
the GMCL Axle Operation, as the case may be.
(e) All AAM sales of Existing Components or New Components to GMCL
between the *** shall be paid in immediately available funds
*** following shipment of the product from the AAM Plants or
the GMCL Axle Operation, as the case may be.
-4-
(f) All AAM sales of Existing Components or New Components to GMCL
between the *** shall be paid in immediately available funds
*** following shipment of the product from the AAM Plants or
the GMCL Axle Operation, as the case may be.
(g) All AAM sales of Existing Components or New Components to GMCL
*** shall be made on the *** following GMCL's receipt of
shipments ***.
B) For all shipments of Existing Components and New Components shipped from any
location other than an AAM Plant, GMCL shall on the *** following GMCL's receipt
of such shipment ***.
AAM and GMCL will meet no less frequently than every two (2) years to discuss
payment terms and may modify the above schedule by joint agreement.
3.4 Service Parts. Regarding service parts, the following is agreed:
(a) General Motors of Canada Limited Service Parts Organization
("GMCL/SPO") will issue, annually, contracts for past model
service parts at competitive prices to be negotiated.
(b) For service parts which are for current models, prices will
be based on the original equipment price plus a markup for
packaging, bar coding and other value added requirements
specified by GMCL/SPO, limited to the costs of such
activities plus a proportional adjustment in profit.
(c) For current model and past model service parts requirements,
the parties agree to freeze the current prices through nine
(9) months following the Effective Date. During this time,
AAM will confirm its cost to produce the existing service
parts and GMCL will obtain competitive bids from companies
excluding GM and its affiliates in order to establish the
competitive prices. It is the expectation of the parties
that, at GMCL's option, (i) the prices may be adjusted to
reflect the market price; (ii) the service parts may be
re-sourced to other suppliers, provided AAM is given the
opportunity to supply such service requirements pursuant to
the procedures contained in Paragraph 1.2 above, or (iii) the
service parts may be subject to GMCL's one time purchase from
AAM for all of GMCL's future requirements for the parts in
question at a mutually agreed upon price. It is expected that
adjustments will be made as analyses are completed, but in no
event will adjustments be made later than nine (9) months
after the Effective Date. If in some extenuating situations
the analyses are not complete, AAM will consider an extension
of the deadline.
3.5 Resale of Productive Material. Any and all price reductions or increases to
Existing Components produced in the AAM Plants, implemented for the benefit of
GM, and its subsidiaries pursuant to Section 3.6 of the U.S. Supply Agreement
shall apply equally to the
-5-
Existing Components and the prices for the Existing Components shall be
adjusted accordingly at such time as the corresponding price adjustments are
made pursuant to the U.S. Supply Agreement.
ARTICLE 0 - XXXXXXXX XXXXXX XXX XXXXX XXXXXXXX COSTS
4.1 (a) Standard Purchase Orders: Attached hereto as Exhibit "B" is the
standard form of purchase order to be utilized in connection with this
Agreement. All purchase orders issued by GMCL and accepted by AAM pursuant to
this Agreement shall utilize such standard form purchase order and shall be
governed by its terms and conditions, provided however, that Paragraphs 6 and
15 of the purchase order terms and conditions shall be superseded by Article 2
of this Agreement and may not be invoked or exercised by GMCL with respect to
any purchase orders issued and accepted under this Agreement, and Paragraph 13
of the purchase order terms and conditions shall be superseded by Article 7 of
this Agreement. Paragraph 3 of the purchase order terms and conditions shall be
superseded by Paragraph 4.1(b) below. To the extent that the terms of this
Agreement and the purchase order conflict, this Agreement shall prevail. ***
(b) Force Majeure: Any delay or failure of either party to perform its
obligations hereunder shall be excused if, and to the extent that it is caused
by an event or occurrence beyond the reasonable control of the party and without
its fault or negligence, such as by way of example and not by way of limitation,
acts of God, actions by any governmental authority (whether valid or invalid),
fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage,
labour problems (including lockouts, strikes and slowdowns), inability to obtain
power, material, labour, equipment or transportation, or court injunction or
order; provided that written notice of such delay (including the anticipated
duration of the delay) shall be given by the affected party to the other party
within ten (10) days. During the period of such delay or failure to perform by
AAM, GMCL, at its option, may purchase goods from other sources and reduce its
schedules to AAM by such quantities, without liability to AAM, or have AAM
provide the goods from other sources in quantities and at times requested by
GMCL, and at the price set forth in this order. If requested by GMCL, AAM shall,
within ten (10) days of such request, provide adequate assurance that the delay
shall not exceed thirty (30) days. If the delay lasts more than thirty (30) days
or AAM does not provide adequate assurance that the delay will cease within
thirty (30) days, GMCL may immediately cancel the order without liability.
-6-
(c) Duty Drawback Rights: Each purchase order submitted to AAM includes
all related customs duty and import drawback rights, if any (including rights
developed by substitution and rights which may be acquired from AAM's
suppliers), which AAM can transfer to GMCL. AAM agrees to inform GMCL of the
existence of any such rights and upon request to supply such documents as may be
required by GMCL to obtain such drawback.
ARTICLE 5 - QUALITY CONTROL
5.1 AAM will institute and maintain a company-wide continuous improvement
process. This process will be customer driven from the standpoint of both GMCL
and the customer of GMCL products. This process shall include preventive
maintenance plans that will maintain the quality of parts as they are
manufactured. The continuous improvement plan will document the method to
monitor and evaluate the process.
5.2 AAM will maintain and strive to improve the current quality control and
inspection system. Such improvement will incorporate General Quality Standards,
Targets for Excellence and other GMCL policies generally applicable to
suppliers. This also includes the use of the AIAG Production Part Approval
Process manual, AIAG reference manual for Potential Failure Modes and Effects
Analysis, AIAG reference manual for Fundamental Statistical Process Control, the
GM reference manual for Key Characteristic Designation System and others.
5.3 AAM will provide support to GMCL for immediate problem resolution, analysis
of various sources of customer dissatisfaction, such as PPM (parts per million),
CAMIP (Continuous Automotive Marketing Information Program), glove box surveys,
and other quality measurement date which may become available to the parties
from time to time.
5.4 GMCL has the option to provide at its expense a PICOS team to support AAM
cost and productivity improvement activities.
ARTICLE 6 - PRODUCT LIABILITY
6.1 AAM shall defend, indemnify, and hold harmless GMCL, its officers, agents,
and employees, from and against any and all claims, suits, causes of action,
liabilities, losses, damages, costs of settlement, and expenses (including
reasonable counsel fees) which may be imposed upon or incurred by GMCL from
claims, suits, or causes of action (including without limitation those for
death, personal injury, or property damage) by any person whatsoever at any time
against GMCL, its officers, agents, and employees, arising from, caused or
alleged to be caused by the manufacture, operation, use, sale, or transfer of
any Existing Components or New Components or the design of New Components
supplied hereunder and any other products manufactured by AAM.
-7-
6.2 GMCL shall defend, indemnify, and hold harmless AAM, its officers, agents,
and employees, from and against any and all claims, suits, causes of action,
liabilities, losses, damages, costs of settlement, and expenses (including
reasonable counsel fees) which may be imposed upon or incurred by AAM from
claims, suits, or causes of action (including without limitation those for
death, personal injury, or property damage) by any person whatsoever at any time
against AAM, its officers, agents, and employees, arising from, caused or
alleged to be caused by the manufacture, operation, use, sale, or transfer of
any components or products manufactured or sold by GMCL other than Existing
Components or New Components or the design of components or products by GMCL.
ARTICLE 7 - INSURANCE
7.1 Unless otherwise agreed by GMCL and AAM, AAM agrees to maintain, at its own
expense, the following types of insurance coverage (underwritten by insurance
companies reasonably satisfactory to GMCL) at all times from the Effective Date
through ten (10) years after the termination or expiration of this Agreement:
(a) Broad form comprehensive general liability insurance on an
occurrence form basis (including product, completed
operations, and contractual liability covering the terms of
this Agreement), whether primary or excess coverage or a
combination thereof, with a combined single limit for personal
injury and property damage of not less than Ten Million
Dollars ($10,000,000) (U.S.) per occurrence.
(b) Comprehensive automobile liability insurance, whether primary
or excess coverage or a combination thereof, with a combined
single limit for personal injury and property damage of not
less than Ten Million Dollars ($10,000,000) (U.S.) per
occurrence.
(c) Workers compensation insurance in statutory limits and
employer's liability insurance with a limit of not less than
One Million Dollars ($1,000,000) (U.S.) for each state or
province in which AAM operates.
(d) All risk property insurance on a full replacement cost basis,
with no co-insurance requirement.
7.2 Prior to execution of this Agreement, and each year thereafter for the term
of this Agreement, AAM shall provide GMCL with certificates of insurance
evidencing General Motors of Canada Limited as an additional insured for the
coverage referred to above in Paragraph 7.1(a), (c), and (d). No cancellation,
modification, or material change to such coverage shall be made without GMCL's
written approval. AAM agrees to provide its insurer with notice of this
requirement.
ARTICLE 8 - GENERAL PROVISIONS
-8-
8.1 No Agency. This Agreement does not constitute either party the agent,
partner, joint venturer or legal representative of the other party. Neither
party is authorized to create any obligation on behalf of the other party.
8.2 Notices. Any notice under this Agreement shall be in writing (letter, telex,
facsimile or telegram) and shall be effective when received by the addressee at
its address indicated below.
(a) Notice sent to AAM shall be addressed as follows:
American Axle & Manufacturing, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Att: X.X. Xxxxxx
Vice-President Administration
Facsimile No.: (000) 000-0000
(b) Notice sent to GMCL shall be addressed as follows:
General Motors of Canada Limited
Worldwide Purchasing
0000 Xxxxxxx Xxx Xxxxx
Xxxxxx, Xxxxxxx
Att: Director of Purchasing
Facsimile No.: (000) 000-0000
(c) The parties by notice hereunder may designate other addresses
to which notices shall be sent.
8.3 Amendments. No amendment to this Agreement shall be binding upon either
party unless it is in writing and is signed by both parties. This Agreement
supersedes any prior agreements between the parties concerning the subject
matter herein and therein.
8.4 Assignment. Neither party may assign any of its rights or delegate any of
its duties under this Agreement without first obtaining consent of the other
party; provided, however, that GMCL may assign any or all of its rights and
obligations to any affiliate or subsidiary of General Motors Corporation.
8.5 Law and Jurisdiction. This Agreement shall be governed by the laws of the
Province of Ontario, Canada. Each party consents, for purposes of enforcing this
Agreement, to personal jurisdiction, service of process and venue in any
provincial or federal court within the Province of Ontario, Canada having
jurisdiction over the subject matter. The terms of the United Nation Convention
on Contracts for the International Sale of Goods are expressly excluded from any
application to this Agreement.
8.6 Certifications for NAFTA AAM agrees to do all such things and provide all
such documents, instruments, certificates or other information (including
without limitation,
-9-
Certificates of Origin and Manufacturer's Affidavits) as may be requested by
GMCL for the purpose of accurately providing GMCL with that information which it
deems necessary to ensure that GMCL is able to ensure Preferential Duty
Treatment under the North American Free Trade Agreement (the "NAFTA") of all
Existing Components and New Components purchased from AAM and to accurately
calculate the Regional Value Content including the Value of Non- Originating
Materials and the value of Originating Materials (as those terms are defined in
the NAFTA) of Existing Components, and New Components purchased from AAM and of
any products into which same are incorporated.
8.7 Taxes. GMCL shall be liable for and shall pay to AAM or the appropriate
taxing or governmental authority, any tax, duty, levy, import charge or other
such amount properly payable in connection with the purchase by GMCL of any
Existing Components or New Components pursuant to this Agreement.
-10-
IN WITNESS WHEREOF, GMCL and AAM have caused this Agreement to be executed in
multiple counterparts by their duly authorized representatives this 17TH day of
FEBRUARY, 1994.
GENERAL MOTORS OF CANADA AMERICAN AXLE &
LIMITED MANUFACTURING, INC.
By: /s/ X. X. Xxxxxxxx Xx. By: /s/ R.E. Xxxxx
------------------------- ----------------------------
Title: Vice President Title: President & CEO
----------------------- -------------------------
By: /s/ X. X. Xxxxxxx
-------------------------
Title: Assistant Secretary
-----------------------
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EXHIBIT "A" TO GMCL PURCHASE ORDER AGREEMENT
EXISTING COMPONENTS
EXHIBIT 'A' TO COMPONENT SUPPLY AGREEMENT
SUPPLY SCHEDULE
GMCL - COMPONENT CONTRACTS - SAGINAW DIVISION
XXXXXXX F Component Type: Propeller Shaft & Uni J
Part Source Price
Number Description Code U.S.
-----------------------------------------------------------------------------------------------------------------------------
26039759 Shaft Asm-Prp 44050 ***
26039989 Shaft Asm-Prp 44050 ***
26041126 Shaft Asm-Prp 44050 ***
26041128 Shaft Asm-Prp 44050 ***
26041428 Shaft Asm-Prp 00000 ***
XX. XXXX. AXLE PLANT PURCHASES
Part Source Price
Number Description Code U.S.
-----------------------------------------------------------------------------------------------------------------------------
22506477 Axle Forging 44007 ***
26009534 Axle Forging 44007 ***
26026833 Ring Gear Forg. 44007 ***
26026834 Ring Gear Forg. 44007 ***
26026835 Ring Gear Forg. 44007 ***
-----------------------------------------------------------------------------------------------------------------------------
26033195 Axle Forging 44007 ***
26037714 Ring Gear Forg. 44007 ***
26037722 Ring Gear Forg. 44007 ***
26037730 Ring Gear Forg. 44007 ***
-----------------------------------------------------------------------------------------------------------------------------
26010416 Axle Forging 44066 ***
26014760 Xx. Xxxxxx Forge. 44066 ***
26026777 Xx. Xxxxxx Forge. 44066 ***
26026778 Xx. Xxxxxx Forge. 44066 ***
26037710 Xx. Xxxxxx Forge. 44066 ***
-----------------------------------------------------------------------------------------------------------------------------
LEGEND
18172 - Xxxxxxxxx Xx
00000 - Xxxxxxx XX
00000 - Xxxxxxx XX
00000 - Xxxxxx XX
00000 - Three Xxxxx XX
00000 - Detroit MI
26037718 Xx. Xxxxxx Forge. 44066 ***
26037726 Xx. Xxxxxx Forge. 00000 ***
XXXXXX
00000 - Xxxxxxxxx Xx
00000 - Xxxxxxx XX
00000 - Xxxxxxx XX
00000 - Xxxxxx XX
00000 - Three Xxxxx XX
00000 - Detroit MI
XXXXXXX F Component Type: Rear Axle Asm
Part Source Price
Number Description Code U.S.
-----------------------------------------------------------------------------------------------------------------------------
26037552 Axle Asm (Ratio 3.42) 44007 ***
26038881 Axle Asm (3.23 Ratio) 44007 ***
26041287 Axle Asm (3.23 Ratio) 44007 ***
26043076 Axle Asm (Ratio 3.23) 44007 ***
26043261 Axle Asm (2.73 Ratio) 44007 ***
26043262 Axle Asm (Ratio 2.73) 00000 ***
XXXXXX
00000 - Xxxxxxxxx Xx
00000 - Xxxxxxx XX
00000 - Xxxxxxx XX
00000 - Xxxxxx XX
00000 - Three Xxxxx XX
00000 - Detroit MI
XXXXXXX Truck Component Type: Rear Axle Asm
Part Source Price
Number Description Code U.S.
-----------------------------------------------------------------------------------------------------------------------------
26031842 Rear Axle Asm 44066 ***
26031843 Rear Axle Asm ***
26031844 Rear Axle Asm 44066 ***
26031846 Rear Axle Asm ***
26031847 Rear Axle Asm 44066 ***
26031848 Rear Axle Asm ***
26031849 Rear Axle Asm ***
26031851 Rear Axle Asm ***
26031852 Rear Axle Asm ***
26031853 Rear Axle Asm ***
26031855 Rear Axle Asm ***
26031856 Rear Axle Asm ***
26031858 Rear Axle Asm ***
26031859 Rear Axle Asm ***
26031860 Rear Axle Asm ***
26031861 Rear Axle Asm ***
LEGEND
14014 - St. Xxxxxxxxx Ont
18172 - Xxxxxxxxx Xx
00000 - Sag MI
44007 - Xxxxxxx XX
00000 - Xxxxxx XX
00000 - Three Xxxxx XX
00000 - Xxxxxxx XX
00000 - Toronto Ont
44972 - Romulus MI
XXXXXXX CANEXPO Component Type:
Part Source Price
Number Description Code U.S.
-----------------------------------------------------------------------------------------------------------------------------
26026301 Axle Asm 44007 ***
26027087 Arm Asm Xxxx Xxxxxxx 00000 ***
26027361 Axle Asm 44007 ***
26029260 Axle Asm 44007 ***
26029411 Linkage Asm 44007 ***
26029956 Axle Asm 44066 ***
26030336 Axle Asm 44007 ***
26031325 Axle Asm 44007 ***
26031328 Axle Asm 44007 ***
26031863 Axle Asm 44066 ***
26033136 Linkage Asm - Strg 44007 ***
26033137 Linkage Asm - Strg 44007 ***
26021659 Linkage Asm 44007 ***
26022466 Shaft Asm 44050 ***
14026579 Arm Asm - Xxxx Xxx 00000 ***
14089551 Shaft-Frt-Stab 44066 ***
15530363 Arm Pit 44007 ***
15548449 Shaft-Frt Stab 44066 ***
15595963 Arm Asm - Xxxx Xxxxxxx 00000 ***
15651267 Arm Pit 44007 ***
15677613 Shaft-Frt Stab 44066 ***
15684329 Shaft-Frt Stab 44066 ***
26036553 Axle Asm-Frt 44066 ***
26036554 Axle Asm-Frt 44066 ***
26036901 Axle Asm-RR 00000 ***
XXXXXX
00000 - Xxxxxxxxx Xx
00000 - Xxxxxxx XX
00000 - Xxxxxxx XX
00000 - Xxxxxx XX
00000 - Three Xxxxx XX
00000 - Xxxxxxx XX
00000 - Toronto Ont Can
XXXXXXX W Component Type: Shaft-Frt Stab
Part Source Price
Number Description Code U.S.
-----------------------------------------------------------------------------------------------------------------------------
14101234 Shaft-Frt Stab 44066 ***
26024362 Shaft-Frt Stab 00000 ***
XXXXXX
00000 - Xxxxxxx XX
00000 - Xxxxxx XX
00000 - Xxxxxxx XX
00000 - Toronto Ont
XXXXXXX Truck Component Type: Rear Prop Shafts
Part Source Price
Number Description Code U.S.
-----------------------------------------------------------------------------------------------------------------------------
26006680 Prop Shaft 44050 ***
26013277 Prop Shaft 44050 ***
26014287 Prop Shaft 44050 ***
26014288 Prop Shaft 44050 ***
26014905 Prop Shaft 44050 ***
26018066 Prop Shaft 44050 ***
LEGEND
14014 - St. Xxxxxxxxx Ont
18172 - Xxxxxxxxx Xx
00000 - Sag MI
44007 - Xxxxxxx XX
00000 - Xxxxxx XX
00000 - Three Xxxxx XX
00000 - Xxxxxxx XX
00000 - Toronto Ont
44972 - Romulus MI
XXXXXXX F Component Type: Front Stabilizer
Part Source Price
Number Description Code U.S.
-----------------------------------------------------------------------------------------------------------------------------
26025316 Shaft-Frt-Stab 44066 ***
26032907 Shaft-Frt-Stab 00000 ***
XXXXXX
00000 - Xxxxxxxxx Xx
00000 - Xxxxxxx XX
00000 - Xxxxxxx XX
00000 - Xxxxxx XX
00000 - Three Xxxxx XX
00000 - Detroit MI
XXXXXXX Truck Component Type: Frt Drive Shaft
Part Source Price
Number Description Code U.S.
-----------------------------------------------------------------------------------------------------------------------------
15548449 Stabilizer Bar 44066 ***
XXXXXXX Truck Component Type: Frt Drive Shaft
Part Source Price
Number Description Code U.S.
-----------------------------------------------------------------------------------------------------------------------------
26022466 Prop Shaft 44050 ***
26029958 Prop Shaft 44050 ***
XXXXXXX Truck Component Type: Front Axles
Part Source Price
Number Description Code U.S.
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26036553 Front Axle Asm 44066 ***
26036554 Front Axle Asm 44066 ***
26036556 Front Axle Asm 44066 ***
26036559 Front Axle Asm 44066 ***
LEGEND
14014 - St. Xxxxxxxxx Ont
18172 - Xxxxxxxxx Xx
00000 - Sag MI
44007 - Xxxxxxx XX
00000 - Xxxxxx XX
00000 - Three Xxxxx XX
00000 - Xxxxxxx XX
00000 - Toronto Ont
44972 - Romulus MI
EXHIBIT "B" TO GMCL PURCHASE ORDER AGREEMENT
GMCL PURCHASE ORDER
GMCL PURCHASE ORDER
TERMS AND CONDITIONS OF PURCHASE
1. CONTRACT: The contract comprising this order and its acceptance is to
be construed according to the laws of the Province from which this
order issues as shown by the address of Buyer which is printed on the
face of this order. This order is non- assignable by the Seller.
2. DELIVERY SCHEDULES: Deliveries are to be made both in quantities and at
time specified in schedules furnished by Buyer. Buyer will have no
liability for payment for material or items delivered to Buyer which
are in excess of quantities specified in the delivery schedules. Buyer
may from time to time change delivery schedules or direct temporary
suspension of scheduled shipments.
3. EXCUSABLE DELAYS: Except with respect to defaults of subcontractors,
Seller shall not be liable for delays, or defaults in deliveries due
to causes beyond its control and without its fault or negligence. If
at any xxxx Xxxxxx has reason to believe that deliveries will not be
made as scheduled, written notice setting for the cause of the
anticipated delay will be given immediately to Buyer. Any delay due to
default of subcontractor will be excusable if beyond the control and
without the fault or negligence of both Seller and its subcontractor
and if Seller establishes that it could not obtain supplies or
services from any other source in time to meet the delivery schedule.
4. WARRANTY: Seller expressly warrants that all the material and work
covered by this order will conform to the specifications, drawing,
samples, or other description furnished or specified by Buyer and will
be merchantable of good material and workmanship and free from defect.
Seller expressly warrants that all the material covered by this order
which is the product of Seller or is in accordance with Seller's
specification, will be fit and sufficient for the purposes intended.
5. POTENTIALLY HARMFUL INGREDIENTS: Seller agrees to promptly furnish to
Buyer (1) upon written request, a list of all ingredients in materials
purchased hereunder and, as necessary, the amount of one or more
ingredients, and (2) thereafter, information concerning any changes in
such ingredients.
6. CANCELLATION: Buyer reserves the right to cancel all or any part of the
work covered by this order if Seller does not make deliveries as
specified in the schedules or so fails to make progress as to endanger
performance of the work and does not correct such failure within ten
(10) days after receipt of written notice from Buyer specifying such
failure, or if Seller breaches any of the terms hereof including the
warranties of Seller.
7. INSPECTION: All material shall be received subject to Buyer's
inspection and rejection. Defective material not in accordance with
Buyer's specifications will be held for Seller's instruction at
Seller's risk and if Seller so directs, will be returned at Seller's
expense. No goods, returned as defective shall be replaced without a
new order and schedule. Payment for material on this order prior to
inspection shall not constitute an acceptance thereof, nor will
acceptance remove Seller's responsibility for latent defects.
8. SPECIFICATION CHANGES: Buyer reserves the right at any time to make
changes in drawings and specifications as to any material and/or work
covered by this order. Any difference in price or time for performance
resulting from such changes shall be equitably adjusted and the
contract and/or schedule shall be modified in writing accordingly.
9. BUYER'S PROPERTY: Unless otherwise indicated in this order, all
supplies, materials, tools, jigs, dies, fixtures, patterns, equipment,
and other items furnished by Buyer, either directly or indirectly, to
Seller to perform this order, or for which Seller has been reimbursed
by Buyer, shall be and remain the property of Buyer, provided,
however, that Seller shall bear the risk of loss of and damage to such
property, normal wear and tear excepted. Such property shall at all
times be properly housed and maintained by Seller; shall be insured by
Seller with fire and extended insurance coverage for the replacement
value thereof; shall not be used by Seller for any purpose other than
the performance of this order unless otherwise authorized in writing
by Buyer, shall be deemed to be personal property (moveable property
in Quebec), shall be conspicuously marked "Property of General Motors
of Canada Limited" by Seller, shall not be commingled with the
property of Seller or with that of a third person; and shall not be
moved from Seller's premises without Buyer's prior written approval.
Upon the request of Buyer, such property shall be immediately
delivered to Buyer by Seller either (i) F.O.B. cars or trucks at
Seller's plant, properly packed and marked in accordance with the
requirements of the carrier selected by Buyer to transport such
property, or (ii) to any location designated by Buyer, in which event
Buyer shall pay to Seller the cost of delivering such property to such
location. Buyer shall have the right to enter onto Seller's premises
at all reasonable times to inspect such property and Seller's records
with respect thereto.
10. REMEDIES: The remedies herein reserved shall be cumulative, and
additional to any other or further remedies provided in law or equity.
No waiver of a breach of any provisions of the order shall constitute a
waiver of any other breach, or of such provision.
11. PATENTS, INDUSTRIAL DESIGNS AND COPYRIGHTS: By accepting this order or
performing under it Seller (a) agrees to defend and hold harmless
Buyer, its successors and customers against all suits and from all
damage arising out of suits or claims for actual or alleged direct or
contributory infringement of, or inducement, to infringe, any Canadian
or foreign Patent, industrial Design or copyright by reason of
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the manufacture, use of sale of the goods and/or services ordered,
including infringement arising out of compliance with specifications
furnished by Buyer, (b) agrees not to assert any claim against Buyer
under the patent Act, Copyright Act, Industrial design Act, or any Sale
of Goods statutes or otherwise, including any hold harmless or similar
claim, related in any way to any claim asserted against Seller or Buyer
for patent or copyright infringement or the like arising out of
performance under this order, including infringement arising out of
compliance with specifications furnished by Buyer, and (c) hereby
grants to Buyer a nonexclusive, royalty-free, irrevocable license to
repair and have repaired, to reconstruct and have reconstructed the
goods ordered hereunder Seller hereby assigns to Buyer all right, title
and interest in and to copyrights in any copyrightable material created
or produced for buyer under this order.
12. TECHNICAL INFORMATION DISCLOSED TO BUYER: Seller agrees not to assert
any claim (other than a claim for patent infringement) with respect to
any technical information which Seller shall have disclosed or may
hereafter disclose to Buyer in connection with the goods or services
covered by this order.
13. INSURANCE: If this order covers the performance of labour for Buyer,
Seller agrees to indemnify and protect Buyer against all liabilities,
claims or demands for injuries or damages to any person or property
growing out of the performance of this contract, by Seller, its
servants, employees, agents or representatives. Further, Seller
represents that it has made proper provisions for adequate workmen's
compensation and agrees to furnish insurance carriers certificate
showing that Seller has a minimum $1,000,000 Public Liability and
$1,000,000 Property Damage insurance coverage. Said certificates must
set forth amount of coverage, number of policy and date of expiration.
The purchase of such insurance coverage or furnishings of the
aforesaid certificate shall not be in satisfaction of Seller's
liability hereunder or in any way modify Seller's indemnification of
buyer except that Seller shall not be obligated to indemnify Buyer for
injuries or damages caused solely by the negligence of Buyer.
14. ADVERTISING: Seller shall not without first obtaining the written
consent of Buyer, in any manner advertise or publish the fact that
Seller has contracted to furnish Buyer the material herein ordered, and
for failure to observe this provision Buyer shall have the right to
terminate this order without any obligations to accept deliveries after
the date of termination or make further payments except for completed
articles delivered prior to termination.
15. INSOLVENCY: Buyer may forthwith cancel this order in the event of the
happening of any of the following, or any other comparable event:
insolvency of the Seller, the filing of a voluntary assignment in
bankruptcy, the firing of any petition to have Seller declared bankrupt
provided it is not vacated within thirty (30) days from the date of
filing, the appointment of a receiver or trustee for Seller provided
such appointment is not vacated within thirty (30) days from the date
of such appointment, the execution by Seller of an assignment for the
benefit of creditors.
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16. BUYER'S DESIGN: Seller agrees that if the articles or materials covered
by this order are to be manufactured to a design furnished by Buyer,
Seller will not, without the consent of Buyer, manufacture such
articles of materials from said design for sale to other than Buyer.
17. GOVERNMENT REGULATIONS: Seller agrees to comply with all applicable
Federal, Provincial, or local laws, rules, regulations or ordinances.
SHIPPING AND BILLING
A) All material shall be suitably packed, marked and shipped in accordance
with the requirements of common carriers in a manner to secure lowest
transportation cost, and no additional charge shall be made by the
Buyer therefor unless otherwise stated herein.
B) No charge shall be made by Seller for cartage or storage, unless
otherwise stated herein.
C) 1. All containers for shipment must be individually marked.
Bags, xxxxx and bundles for shipments must be individually
tagged, all showing clearly:
(a) Supplier's Name
(b) Part Number (GM)
(c) Quantity
(d) Receiving Area
(e) Shipping address as shown on the production
purchase order or as otherwise designed by
other types of orders.
2. Returnable containers must be clearly marked "RETURNABLE".
3. (a) All cartons, barrels, crates, kegs and
pallets are to be individually stenciled
showing Case Number.
(b) All bags, xxxxx, and bundles are to be
individually tagged showing container
number.
4. In using salvaged cartons, boxes, etc., it is imperative that
any previous markings are obliterated and that the markings as
required under Section 1 are clearly legible even if necessary
to relabel.
5. In cases of carload shipments all small containers should, as
far as possible be placed in the doorway of the car.
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D) Two copies of Packing Slips must accompany each shipment made by
Transport. These must be attached to Bills of Lading and information
must be shown on Bills of Lading as follows: "Packing Slips Attached".
Two copies of Packing Slips covering shipments by Air or Rail Express,
L.C.L. and Postal, must be included in one of the containers and this
container must show the following: "Packing Slips Enclosed". Two copies
of Packing Slips covering Carload shipments must be fastened inside of
the car in an area on the wall near the door.
E) Xxxx of Lading, or other shipping receipt, for each shipment must be
promptly forwarded by Seller to Buyer's Traffic Department.
F) Seller agrees to describe material on Xxxx of Lading or other shipping
receipt and to route shipment in accordance with instructions issued by
Buyer's Traffic Department.
G) Material shipped on an individual Xxxx of Lading shall be consigned to
one General Motors receiving area only.
H) Material shipped on an individual Xxxx of lading shall be billed on an
individual accounting invoice.
I) Invoices must be submitted in duplicate to Disbursements Control Dept.
Oshawa or Accounts Payable Dept., Ste. Xxxxxxx and St. Catharines. The
proper commercial description of the goods must be given on all
invoices. Invoices must show the MARKS, NUMBERS, AND DESCRIPTION of the
packages in such manner as to indicate truly the quantities and values
of the articles in each package.
J) Purchase Order number and Package number will be shown on Packing
Slips, Bills of Lading, and invoices. Absence of, or incorrect Purchase
Order number, will result in delayed payment.
CUSTOMS REGULATIONS
INSTRUCTIONS AS TO INVOICING AND SHIPPING DOCUMENTS
1. In order to facilitate the importation of goods into Canada the
xxxxxxx'x Xxxx of Lading and the carrier's Waybill must contain the
following information:
(a) Full name and address of Purchaser and/or Consignee - GM
Canada c/o XYZ Company.
(b) Complete description of goods including marks and numbers.
(c) Complete description of containers, whether cases, racks,
boxes, etc.
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(d) Total number of containers and/or loose pieces in shipment.
2. Vendor's "DUNS" or "GMSL" must be shown in the top right-hand corner of
the Canada Customs invoice.
3. "Returnable Containers" are to be noted on the Canada Customs invoice
as "Returnable Containers under Canada Customs Control, Ottawa file
8014-11-3".
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