Supplier Work Statement

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					        STATEMENT OF WORK




                          Prepared by
                 CAMACO LORAIN MANUFACTURING




File Name: Camaco Statement of Work Template   Page 1
                                      Authorizations




                       Component:
                          Supplier:

         Design Responsibility:        CAMACO LORAIN   Tier II Supplier
                                       MANUFACTURING




File Name: Camaco Statement of Work Template                       Page 2
            Supplier Acknowledgment and Concurrence
    Make a copy of this page, and return it with original signatures to the
     CAMACO LORAIN MANUFACTURING Program Manager for
                                distribution.


    Name                                       Name
    Title                                      Title
    Company                                    Company
    Location                                   Location




Revision   Revision                            Description of Change
 Date       Level




File Name: Camaco Statement of Work Template                              Page 3
1.0     SUMMARY STATEMENT
       This statement of work (hereafter referred to as “SOW”) specifies tasks to be completed
       by the supplier during product design and development, tool design, development and
       approval, process validation, Production Part Approval Process (hereafter referred to as
       “PPAP”), production and service life of the program.
       This SOW is a contract that details CAMACO LORAIN MANUFACTURING (hereafter
       referred to as “CAMACO LORAIN MANUFACTURING”) expectations and
       requirements for confirmed production suppliers and pre-sourced suppliers responsible for
       the seat sub-systems and components supplied to CAMACO LORAIN
       MANUFACTURING. It will be used to track all program requirements.
       CAMACO LORAIN MANUFACTURING Purchasing may issue this SOW to
       prospective suppliers and pre-sourced suppliers whose status as a production supplier is
       subject to confirmation. The receipt of this SOW, in and of itself, does not constitute
       confirmation of production sourcing status. CAMACO LORAIN MANUFACTURING
       will not be responsible for costs or expenses incurred by suppliers unless and until
       CAMACO LORAIN MANUFACTURING Purchasing confirms production sourcing
       status in writing.
       The program schedule will be monitored against an achievement plan and through
       meetings between representatives of CAMACO LORAIN MANUFACTURING and the
       supplier. All discrepancies noted against the plan (anticipated and actual) must be
       disclosed to the CAMACO LORAIN MANUFACTURING Buyer within 48 hours of
       discovery with proposed solutions to avoid delays and/or regain proper program
       execution.

       Requirements for all suppliers include, but are not limited to:
       •   prototype and pre-production components
       •   production and service components
       •   meeting all specified program requirements
       •   Bill of Materials (BOM) for each component
       •   detailed cost breakdowns
       •   tooling cost breakdowns with capacities
       •   Supplying CAMACO LORAIN MANUFACTURING with the results of all
           development/validation tests, demonstration of reliability and conformance to design
           requirements.
2.0    GENERAL INFORMATION
       This SOW outlines CAMACO LORAIN MANUFACTURING purchased component
       requirements “for new programs”).      It is to be used by CAMACO LORAIN
       MANUFACTURING suppliers in conjunction with other documentation concerning this
       business agreement. The purpose of this SOW is to clarify and establish a baseline for



File Name: Camaco Statement of Work Template                                      Page 4
       CAMACO LORAIN MANUFACTURING Automotive’s requirements to the supplier and
       does not preclude that CAMACO LORAIN MANUFACTURING might modify, amend,
       or supplement the program requirements.
       Many program requirements outlined in this document are industry wide standards of
       General Motors Corporation. CAMACO LORAIN MANUFACTURING Automotive’s
       suppliers must recognize and accept the responsibilities and risks associated with
       automotive commerce. As General Motors Corporation, requirements evolve; CAMACO
       LORAIN MANUFACTURING Automotive’s suppliers will be required to meet these
       challenges in accordance with standard industry practices.
       2.1     Order of Precedence
               The terms and conditions of any CAMACO LORAIN MANUFACTURING
               purchase order or contract which may be issued to the supplier are to be construed
               as consistent and cumulative with this SOW. However, if there is any
               inconsistency between the provisions specified in the contract or purchase order,
               detail specification(s) and/or technical data, and this SOW or other reference
               documents, the following order of precedence shall apply:
               First:          blanket purchase order or letter of authorization
               Second:         SOW and attachments
               Third:          other provisions, specifications or documents referenced in this
                               SOW
               For any necessary clarification on these inconsistencies, please contact the
               CAMACO LORAIN MANUFACTURING Purchasing MGR and/or Program
               MGR.
       2.2     Ownership of Information/Intellectual Property Rights
               All information furnished or made available by CAMACO LORAIN
               MANUFACTURING or CAMACO LORAIN MANUFACTURING Automotive’s
               customer to the supplier or its employees or subcontractors in connection with the
               work and services to be performed by and on behalf of the supplier for CAMACO
               LORAIN MANUFACTURING hereunder shall be treated as confidential by the
               supplier and its employees and subcontractors. The supplier, its employees and
               subcontractors to anyone, shall not disclose such information either in whole nor in
               part, without the CAMACO LORAIN MANUFACTURING Purchasing prior
               written consent.
               The supplier agrees that all designs, drawings, processes, compositions of material,
               specifications, software, mask works or other technical information made and
               furnished by the supplier under this SOW, including all trade secrets and other
               proprietary information pertaining to the same, shall be the sole and exclusive
               property of CAMACO LORAIN MANUFACTURING to the extent such
               information is developed exclusively in connection with an CAMACO LORAIN
               MANUFACTURING purchase order. The supplier shall ensure that intellectual
               property rights arising or resulting from the supplier’s work for CAMACO



File Name: Camaco Statement of Work Template                                        Page 5
               LORAIN MANUFACTURING shall be assigned to CAMACO LORAIN
               MANUFACTURING and shall ensure that its employees and subcontractors
               comply with such assignment obligations. The supplier shall protect the same
               against disclosure to third parties.
       2.3     Scope of Responsibility
               This SOW is applicable to suppliers with design responsibility for the
               component/subassembly they manufacture as well as suppliers manufacturing
               components and subassemblies where CAMACO LORAIN MANUFACTURING
               Engineering has the primary responsibility for design and development. Elements
               of the SOW which are applicable only to suppliers with design responsibility are
               denoted with “DR” (i.e., design-responsible).
3.0    PURCHASING REQUIREMENTS
       Purchasing requirements are:
       3.1     Exceptions to the SOW
               No exceptions to this SOW will be made without written authorization from the
               CAMACO LORAIN MANUFACTURING Purchasing Director.
       3.2     Terms and Conditions
               CAMACO LORAIN MANUFACTURING standard terms and conditions will
               apply to any program-related purchase orders that may be issued to the supplier.
               The terms and conditions can be found on the CAMACO LORAIN
               MANUFACTURING website “www.camacollc.com.
       3.3     Proprietary Rights
               The supplier shall indemnify CAMACO LORAIN MANUFACTURING and its
               customer and hold and save CAMACO LORAIN MANUFACTURING and its
               customer harmless from all costs, expenses, claims, judgements, or other payments
               or losses of any kind suffered or incurred by CAMACO LORAIN
               MANUFACTURING or its customers because of the infringement or alleged
               infringement of any worldwide product design or manufacturing process patent
               related to the subject component(s) except where strict supplier compliance with
               specifications prescribed by and originating from CAMACO LORAIN
               MANUFACTURING constitutes the sole basis of infringement or alleged
               infringement.
               The supplier agrees to supply CAMACO LORAIN MANUFACTURING a
               complete list of all patents and patents pending related to the subject component(s)
               within thirty days after CAMACO LORAIN MANUFACTURING’s confirmation
               of the supplier as the production source for the component(s).
       3.4     Royalties
               CAMACO LORAIN MANUFACTURING will not be required to pay royalties
               for any patents generated, applied for, or received as a result of processes or
               component designs developed to meet requirements for any program.



File Name: Camaco Statement of Work Template                                        Page 6
       3.5     Trademarks and Trade Names
               The supplier will not affix or incorporate its name to the components except as
               shown and approved on the end item math models/drawings.
       3.6     Sale of Components Developed for CAMACO LORAIN MANUFACTURING
to Others
               Except as expressly approved in writing by the CAMACO LORAIN
               MANUFACTURING Purchasing Director, the sale of final assemblies or specific
               components        developed    and produced for   CAMACO         LORAIN
               MANUFACTURING under this or superseding contracts to any parties outside of
               CAMACO LORAIN MANUFACTURING is prohibited. This includes, but is not
               limited to, parts for service.
       3.7     QS9000/TS16949 Certification
               •   Manufacturing locations for all component suppliers to CAMACO LORAIN
                   MANUFACTURING new program(s) must be able to demonstrate system
                   development to QS9000/TS16949 protocol with the goal of compliance to
                   Section 1 of QS9000/TS16949 Third Edition. Prior to the award of production
                   business the supplier must provide evidence of third party QS9000/TS16949
                   certification or TS 16949 certification.
               CAMACO LORAIN MANUFACTURING may review all current, pending and
               future business activities with any supplier whose third party QS9000/TS16949 or
               TS 16949 certification is lost, suspended or revoked during the life of this
               program.
       3.8     Cost Breakdowns
               Suppliers must provide detailed cost breakdowns to the CAMACO LORAIN
               MANUFACTURING Purchasing.              This information will be evaluated to
               comprehend the cost drivers of the components. All relevant raw material and
               purchased part costs, as well as discrete manufacturing process steps and related
               standard cycle rates and overhead costs must be itemized.
               Where engineering and development costs are to be amortized into piece cost, a
               breakdown of the costs to be amortized must be provided. Such amortization must
               be calculated using 100% of the forecast production volume over the life of the
               program.
       3.9     Authority to Construct Production Tools
               The supplier’s authority to proceed with production tool construction will be a tool
               purchase order. In some cases production tool construction must commence
               before CAMACO LORAIN MANUFACTURING is able to issue a tool purchase
               order so that program timing can be preserved. In such cases, CAMACO
               LORAIN MANUFACTURING Purchasing may issue a written instruction for the
               supplier to commence production tool construction. This instruction may include
               spending limits or limits on tool progress. A tool purchase order or a written




File Name: Camaco Statement of Work Template                                        Page 7
               instruction from CAMACO LORAIN MANUFACTURING Purchasing are the
               only forms of authority for commencement of production tool construction.
               CAMACO LORAIN MANUFACTURING will authorize construction of
               production tooling after CAMACO LORAIN MANUFACTURING
               Manufacturing Engineering has reviewed updated comprehensive Tool Cost
               Worksheets which reflect component designs for production tooling. The supplier
               shall submit this information to CAMACO LORAIN MANUFACTURING
               Purchasing.
               Where requested by CAMACO LORAIN MANUFACTURING Manufacturing
               Engineering suppliers shall provide tool drawing and design information related to
               select tooling items. CAMACO LORAIN MANUFACTURING may review tool
               designs, costs, capacities, and feasibility with suppliers prior to authorizing
               construction of production tools.
               Once the supplier has received authority to construct production tools, the supplier
               must submit written bi-weekly updates reporting progress.
       3.10    Tooling Monies
               CAMACO LORAIN MANUFACTURING reserves the right to audit tool costs
               incurred by the Supplier in support of this program. Such an audit may include,
               but not be limited to, a review of quotes, purchase orders, invoices, and other
               documentation.
       3.11    Bailee Bonds
               All tool purchase orders related to the subject seating component business are
               conditioned upon supplier concurrence with the attached Bailee Bond. This
               document outlines tooling ownership as well as identification, usage, maintenance,
               and access right requirements while the tooling is in the possession of the supplier
               or its agents.
       3.12    Cost Reduction (LTA’s)
               Suppliers are expected to fully participate in any CAMACO LORAIN
               MANUFACTURING cost reduction initiatives. CAMACO LORAIN
               MANUFACTURING will establish annual cost reduction goals for the program
               and communicate these goals to suppliers. Annual price reduction commitments
               will be required as part of a plan to meet the annual cost reduction goals.
               If the supplier initiates design or process changes which result in decreased
               production costs, CAMACO LORAIN MANUFACTURING will expect the price
               to be reduced after recovery of non-recurring expenses (for tooling, amortization,
               etc.) as progress toward fulfillment of the annual cost reduction goal. To the
               extent that such reductions (combined with annual price reduction commitments)
               exceed the annual cost reduction goal, the supplier may choose to either retain
               additional savings or pass the additional savings to CAMACO LORAIN
               MANUFACTURING for advance credit toward the cost reduction goal for the
               following year.



File Name: Camaco Statement of Work Template                                        Page 8
       3.13    Raw Material and Sub-Component Source Selection
               Except where specifically stated otherwise in writing by CAMACO LORAIN
               MANUFACTURING, the supplier is responsible for source selection for any raw
               materials and sub-components. The supplier shall warrant that raw materials and
               sub-components meet applicable specifications and defined requirements to ensure
               the supplier’s end item component or assembly meets all requirements.
               All sourcing activities for subcontracted raw materials and sub-components must
               comply with the Auto Industry Action Group (hereafter referred to as “AIAG”)
               PPAP Manual. Documentation to support this activity should be available at the
               supplier’s location for review by CAMACO LORAIN MANUFACTURING
               personnel.
       3.14    Premium Costs
               Where suppliers incur premium costs due to the actions and decisions of either
               CAMACO LORAIN MANUFACTURING or its customers documentation of the
               claim must be provided in a timely manner. Where a supplier clearly demonstrates
               that CAMACO LORAIN MANUFACTURING is the cause of the premium cost,
               CAMACO LORAIN MANUFACTURING will accept responsibility. If supplier
               documentation together with information available to CAMACO LORAIN
               MANUFACTURING indicates that CAMACO LORAIN MANUFACTURING
               customer is the cause of the premium cost, CAMACO LORAIN
               MANUFACTURING will seek recovery of premium costs from its customer. In
               such cases, payment will not be made to the supplier unless and until funds are
               collected from CAMACO LORAIN MANUFACTURING customer.
       3.15    Claims to CAMACO LORAIN MANUFACTURING Customer
               No claims for obsolescence, tooling, premium costs, etc., will be paid by
               CAMACO LORAIN MANUFACTURING until recovery is received from
               CAMACO LORAIN MANUFACTURING Customer. Past due or poorly
               documented claims will not be submitted by CAMACO LORAIN
               MANUFACTURING to their customer for recovery.
       3.16    Volume Variances
               Overtime will not be paid for volume increases. It is expected that full absorption
               of overhead will more than offset overtime premiums. Volume shortfalls and
               reductions will not be compensated except by explicit agreement with CAMACO
               LORAIN MANUFACTURING’s customer.
       3.17    Strike Protection Supply Bank
               The supplier must keep the CAMACO LORAIN MANUFACTURING plant
               informed about the status of all labor contracts in place at the supplier’s
               manufacturing location. Notification must be given no later than sixty days prior
               to the expiration of any labor contract.




File Name: Camaco Statement of Work Template                                       Page 9
               Upon such notification, CAMACO LORAIN MANUFACTURING may direct the
               supplier to establish a strike protection bank of up to forty days of finished goods
               at a location within fifty miles of the supplier’s manufacturing facility. The cost of
               establishing and maintaining the strike protection bank is the supplier’s
               responsibility. CAMACO LORAIN MANUFACTURING personnel will be
               allowed facility access where necessary to validate bank build and completion.
       3.18    Disposition of Old Level Tooling
               No tooling purchased by CAMACO LORAIN MANUFACTURING may be
               disposed of without direct written authorization from CAMACO LORAIN
               MANUFACTURING.
       3.19    Obsolescence (Timing and Disposal)
               All claims for obsolete material must be submitted to CAMACO LORAIN
               MANUFACTURING no later than thirty (30) working days after the last product
               shipment to the plant. Proper detailed documentation of “Raw” and “Fab”
               authorizations are required within the time limit. Any claim received past the
               deadline may be rejected. Material claimed as obsolete may not be disposed of
               prior to written approval from CAMACO LORAIN MANUFACTURING.
       3.20    Service Part Pricing and Support
               Pricing and delivery of service parts must comply with General Motors
               Corporation requirements and authorizations.
               Service requirements are as follows:
               •   1-5 years after final production build out, parts must be supplied at production
                   prices with no additional set-up charges; pricing may be adjusted for special
                   packaging, handling, and transportation, where applicable and approved
               •   6-10 years after final production build out, parts must be supplied at TBD
                   pricing
               The production supplier must accept service life responsibility including, but not
               limited to maintenance of process control plans, operator descriptions, warranties,
               etc., for the running of all service parts.



4.0    WARRANTY
       Suppliers of components where CAMACO LORAIN MANUFACTURING has design
       responsibility must warrant that the materials, processes, and resulting components which
       are delivered to CAMACO LORAIN MANUFACTURING meet the specifications and
       requirements identified by component drawings and applicable specifications and are of
       merchantable quality. Design-responsible suppliers further warrant that their design,
       development and validation activities result in component designs which meet the
       Engineering Statement of Requirements issued by CAMACO LORAIN




File Name: Camaco Statement of Work Template                                         Page 10
       MANUFACTURING, as amended from time to time, and that the components are fit for
       use in the intended application. Supplier liability for warranty issues (including, but not
       limited to recalls) shall be affected in some cases by whether or not the supplier is
       designated as design-responsible.
       4.1     Warranty Responsibilities
               The supplier is responsible for the following warranty related items:
               •   warranty claim root cause analysis within twenty four hours using CAMACO
                   LORAIN MANUFACTURING directed methodologies (i.e. such as, but not
                   limited to 8D analysis)
               •   expedient recall/campaign identification and root cause
               •   analysis of all warranty returned components which are returned to the supplier
                   from CAMACO LORAIN MANUFACTURING - within 25 days of report;
                   results should be officially reported, cataloged and periodically reviewed in
                   order to identify trends not evident on individual parts
               •   development and implementation of timely corrective action plans
               •   implementation (at supplier expense) of immediate containment action plans at
                   the request of CAMACO LORAIN MANUFACTURING, including but not
                   limited to components in transit to CAMACO LORAIN MANUFACTURING,
                   component parts at CAMACO LORAIN MANUFACTURING facilities, and
                   component parts at CAMACO LORAIN MANUFACTURING’s customers
               •   follow all change management procedures specified in the SOW that apply to
                   implementing a change to a part/drawing.
               •   remedy warranty concerns at their cost when a supplier deficiency is the root
                   cause; remedies may include, but be not limited to, containment, engineering
                   (DR), development (DR), design (DR), validation (DR), and replacement costs
               Where a design change is determined to be the most effective permanent corrective
               action, suppliers with design responsibility will be required to implement such
               changes without a change in the component selling price and without additional
               tooling funds. CAMACO LORAIN MANUFACTURING will not accept
               increases in the price of purchased components where suppliers have design
               responsibility.
       4.2     Recall
               In the event of a recall campaign necessitated by a non-conformance in any
               component where the non-conformance is, in whole or in part, within the
               supplier’s scope of responsibility as defined in this SOW, the supplier will
               reimburse CAMACO LORAIN MANUFACTURING for CAMACO LORAIN
               MANUFACTURING’s direct and indirect costs which it may incur, with the
               understanding that the portion of such direct costs to be borne by the supplier will
               be proportional to the degree to which the non-conformance of the component
               caused the recall. Upon receipt of the supplier’s written request and at the



File Name: Camaco Statement of Work Template                                       Page 11
               supplier’s expense, CAMACO LORAIN MANUFACTURING will use its best
               efforts to return to the supplier any such non-conforming components or a
               representative sample thereof.


5.0    SUPPLIER PERFORMANCE
       CAMACO LORAIN MANUFACTURING plants will measure ongoing supplier
       performance in four quantitative areas and will agree to targets where appropriate prior to
       production:
               •   Quality Ratings are determined using Parts Per Million (PPM). The
                   supplier’s Quality Rating will make up 50% of their overall Performance
                   Rating.
               •   Delivery Rating is monitored for each supplier. 100% on time delivery is a
                   requirement. Other shipping errors such as missing packing list, quantity
                   discrepancies, no ASN, etc., will also be monitored and will be reflected as part
                   of the supplier’s Delivery Rating. The supplier’s Delivery Rating will be based
                   on the number of defective shipments per month divided by the number of total
                   shipments received for the month. The supplier’s Delivery Rating will make up
                   25% of their overall Performance Rating.
               •   8-D Responsiveness Ratings (Corrective Action) are determined by the
                   supplier’s ability to meet due dates. Suppliers have 24 hours to respond with
                   containment action (Initial Response) and 5 days to respond with corrective
                   action. The 8-D Responsiveness Rating is based on the responsiveness of both
                   dates. The supplier’s 8-D Responsiveness Rating will make up 15% of their
                   overall Performance Rating.
               •   PPAP Ratings are determined by the supplier’s performance in submitting
                   complete, on time PPAP packages. (Suppliers will not get credit for meeting a
                   PPAP date if the package is rejected). The supplier’s PPAP Rating will make
                   up 10% of their overall Performance Rating.
               Timing for implementation of this scorecard system is TBD.



               More details about the Supplier Performance Rating criteria and algorithm will be
               made available to suppliers prior to program launch. Chronic poor ratings without
               corrective action is sufficient reason for de-sourcing business with the supplier.
               Supplier Performance Ratings will also be factored into new program business
               opportunities that may be made available to suppliers.
6.0    MANUFACTURING QUALITY REQUIREMENTS
       The following paragraphs define the minimum subsystem/component level requirements
       for quality/manufacturing. The specific tasks listed below are mandatory:




File Name: Camaco Statement of Work Template                                        Page 12
       •       Quality/Workmanship Standards
       •       In-Process Failure Analysis and Corrective Action
       •       Tooling, Test Equipment, Gauges and Handling Equipment
       •       Equipment Calibration and Control
       •       Quality Improvement Plan
       •       Procurement Quality Interface
       6.1     Quality/Workmanship Standards
               The supplier must have documented quality/workmanship standards including
               master samples, which define acceptable boundaries for characteristics that do not
               have specified or measurable requirements.              The most critical of these
               characteristics are visual standards that are not easily measured in numerical terms.
               Boundary samples must be established and maintained in a secure location and/or
               captured in a photographic boundary sample book and approved by the CAMACO
               LORAIN MANUFACTURING Supplier Quality Engineer (hereafter referred to as
               “SQE”) prior to full PPAP approval.
       6.2     In-Process Failure Analysis
               The supplier must establish an in-process failure analysis program to provide for
               continuous failure analysis and reporting of components that fail or are removed
               (at all levels) during the assembly and test process. The supplier must develop
               “normal” failure rates and must notify the CAMACO LORAIN
               MANUFACTURING SQE when “normal” failure rates are exceeded. This
               program must be defined in detail as part of the Quality/Manufacturing Plan. At a
               minimum, this program must include a monthly internal report which identifies
               part numbers, quantity analyzed, failure mode, failure mechanism, containment
               and corrective actions. This report should be available for review by the
               CAMACO LORAIN MANUFACTURING SQE where appropriate. It should
               provide identification of the manufacturer of the sub-component and the location
               of the sub-component in the supplier’s product. When required component date
               code and lot number must also be recorded.




       6.3     Tooling, Test Equipment, Gauges and Handling Equipment
               Prototype tooling must be tracked with a list identifying all tooling, test equipment,
               gauges and handling equipment necessary for the manufacture of products
               delivered to CAMACO LORAIN MANUFACTURING during all of the prototype
               build stages.
               Production tooling must be used on a Pre-Production, Pilot and Production builds.
               The supplier must provide a list containing items of tooling, test equipment,



File Name: Camaco Statement of Work Template                                         Page 13
               gauges and handling equipment necessary for the manufacture of products
               delivered to CAMACO LORAIN MANUFACTURING. CAMACO LORAIN
               MANUFACTURING must review and approve all concepts and designs before
               proceeding with tool construction. The supplier must execute such documentation,
               as CAMACO LORAIN MANUFACTURING requires with respect to tooling
               owned by CAMACO LORAIN MANUFACTURING or its customer. CAMACO
               LORAIN MANUFACTURING must be notified in advance of all tool run-offs,
               gauge R&R and capability study dates for possible attendance and review of the
               event.
               The     supplier     must  obtain    approval    from CAMACO            LORAIN
               MANUFACTURING Purchasing prior to relocating any production tooling or
               manufacturing processes. The same provisions for tool run-offs, gauge R&R and
               capability studies, and PPAP which apply to program launch apply to relocation of
               tooling and manufacturing processes.
       6.4     Equipment Calibration and Control
               The supplier must have a documented system for periodic calibration and control
               of test equipment, fixtures and gauges. This calibration must be traceable to the
               U.S. National Institute of Standards and Technology (NIST) or equivalent agency.
               This system must emphasize control such that equipment is not used unless it
               meets all requirements. Gauge R&R studies must be performed and planned for in
               Quality/Manufacturing Plan.
       6.5     Quality Improvement Plan
               In the event of ongoing product/process failures, the supplier must generate a plan
               for quality improvement of the subsystem/component being supplied to CAMACO
               LORAIN MANUFACTURING. Process quality improvement plans must include
               close-looped feedback to irreversibly correct the cause of the non-conformance.
               Quality improvement plans should have improvement objectives and
               implementation dates that meet CAMACO LORAIN MANUFACTURING
               requirements.
               All items are subject to final inspection and acceptance upon receipt at the
               CAMACO LORAIN MANUFACTURING facility, regardless of any prior
               inspection test.
       6.6     Procurement Quality Interface
               CAMACO LORAIN MANUFACTURING may periodically send a representative
               to the supplier’s facility. The supplier must make available to the CAMACO
               LORAIN MANUFACTURING representative such facilities, equipment,
               inspection records, or assistance needed in the course of verifying
               subsystem/component conformance to requirements.              CAMACO LORAIN
               MANUFACTURING representatives shall in no way be considered employees or
               agents of the supplier during assignments or visits to the supplier’s facility.
               While all items are subject to final inspection and acceptance upon receipt at the
               CAMACO LORAIN MANUFACTURING facility, regardless of any prior



File Name: Camaco Statement of Work Template                                      Page 14
               inspection test, it is the objective of the CAMACO LORAIN
               MANUFACTURING plant to not carry out incoming inspection of supplied
               product. The supplier must understand this policy and be prepared to support
               CAMACO LORAIN MANUFACTURING should a problem occur with their
               product. This will be with the aim of avoiding any disruption to CAMACO
               LORAIN MANUFACTURING’s customer.
               CAMACO LORAIN MANUFACTURING reserves the right to inspect supplies
               and services at such times and places as may be necessary to determine purchase
               order compliance. It is understood that certain operations and information
               regarding other supplier product lines will be proprietary in nature. CAMACO
               LORAIN MANUFACTURING source inspection does not constitute final
               acceptance by CAMACO LORAIN MANUFACTURING.
       6.7     Quality Procedures and Policies
               Program management and implementation is outlined in the AIAG APQP manual.
               All items listed in the APQP manual are mandatory requirements for this program
               unless otherwise agreed upon in writing by the CAMACO LORAIN
               MANUFACTURING SQE.
               Quality Procedures and Policies utilized in working with CAMACO LORAIN
               MANUFACTURING are outlined in the AIAG Quality System 9000
               (QS9000/TS16949) Manual, 3rd Edition. All suppliers are required to comply
               with the QS9000/TS16949 requirements. The Quality System Assessment
               (hereafter referred to as “QSA”) to the QS9000/TS16949 requirements must be
               provided as part of the supplier’s APQP.                CAMACO LORAIN
               MANUFACTURING will review supplier self-assessment (copy available on the
               Camaco website www.camacollc.com) to the QSA and supplier results will be
               monitored over time to ensure continuous improvement and compliance to the
               QS9000/TS16949 standard.
       6.8     Critical/Significant Characteristics Requirements
               SPC is required for all Critical Characteristics (hereafter referred to as “CCs”) and
               Significant Characteristics (hereafter referred to as “SCs”) as specified on the
               CAMACO LORAIN MANUFACTURING approved Control Plan. Blanket
               certifications will not be accepted. All dimensions on final assembly drawings as
               well as sub-component drawings must be within specification. The supplier must
               (as part of PPAP) establish process capability for all dimensions listed on final
               assembly drawings. All dimensions listed on component drawings must remain
               within specification at the supplier subsystem level after final assembly is
               complete. It is the supplier’s obligation to ensure that this occurs.
               Capability data may be requested for dimensions other than those specified as CCs
               or SCs if that dimension is suspected of causing product and/or process issues at
               CAMACO LORAIN MANUFACTURING or its customer. This information must
               be provided promptly to CAMACO LORAIN MANUFACTURING upon request.
               CAMACO LORAIN MANUFACTURING will not incur any additional costs for




File Name: Camaco Statement of Work Template                                        Page 15
               this type of information. It should be understood that if a process is not capable of
               maintaining dimensions within specified tolerances, a percentage of the product is
               not meeting specification.
               It is the supplier’s obligation to meet the capability and production requirements
               related to the CCs and SCs that have been established. If design changes are
               required due to the supplier’s inability to meet these requirements, all costs
               associated with such changes (including, but not limited to, administrative costs,
               cost to change other components not manufactured by the supplier, testing and
               verification at the seat-complete level, and drawing revisions/releases) will be the
               supplier’s responsibility. If it is determined that additional CCs or SCs are
               required to the existing drawing, there will be no piece price or tooling impact to
               CAMACO LORAIN MANUFACTURING.
7.0    MANUFACTURING OPERATIONS AND PROCESS REQUIREMENTS
       The supplier must have a system for controlling manufacturing and the resultant quality of
       the subsystem/component defined by this SOW. The system must comply with
       QS9000/TS16949 as well as the elements detailed in this section.
       7.1     Parts Procurement
               All purchased parts used in the manufacture of the subsystem/component being
               produced shall be in accordance with the supplier’s part drawings, specifications
               and approved supplier list. It is the responsibility of the supplier to adequately
               qualify all of its suppliers and its components in order to maintain and protect the
               inherent system reliability as required by reliability directives contained herein.
               CAMACO LORAIN MANUFACTURING expects each supplier to qualify its
               suppliers and components in a manner consistent with QS9000/TS16949.
               The supplier’s inspection of purchased components and material shall be in
               accordance with requirements established by the supplier to assure the quality of
               the purchased material. The supplier should perform quality trends and supplier
               corrective action status, including failure analysis. Sub-supplier changes must
               comply with the change management procedure.
       7.2     Traceability and Lot Control
               The supplier must establish procedures, methods and forms to ensure the two-way
               traceability of all components/subassemblies – from receiving inspection through
               shipment      of     the  finished    component     to   CAMACO        LORAIN
               MANUFACTURING. Traceability from the supplier’s receiving inspection back
               to the sub-suppliers must be included (reference QS9000/TS16949).
               A lot number and manufacturing date must be on the label of each container
               shipped to CAMACO LORAIN MANUFACTURING. Suppliers must submit to
               the CAMACO LORAIN MANUFACTURING SQE a Lot Traceability Plan as
               required by the AIAG Advanced Product Quality Planning (hereafter referred to as
               “APQP”) Status Report.
       7.3     Process Procedures and Operator Instruction



File Name: Camaco Statement of Work Template                                        Page 16
               Documented process procedures and specifications shall define each step of the
               subsystem/component manufacturing process. These should include the materials
               and equipment to be used as well as the approved process steps. Operator
               instructions, which explain the correct method for performing the job, should be
               derived from these procedures. Suppliers must have a Training Plan as well as a
               method to certify (and re-certify) its operators. Tracking and documentation
               demonstrating conformance to the plan must be made available to CAMACO
               LORAIN MANUFACTURING upon request.
       7.4     Process Capability and Control
               Suppliers must use statistical studies to prove their manufacturing equipment and
               processes are capable of meeting the specifications required for the components to
               be manufactured. In addition, manufacturing equipment and processes shall be
               kept in statistical control by the use of various statistical techniques. The statistical
               data generated shall provide real-time control for the process that generated that
               data. A short term Ppk of 1.67 or greater is required at the time of PPAP
               submission. The supplier must establish a long term Cpk greater than or equal to
               1.33.
         7.5   Material Identification and Control
               There must be a system for the identification of material throughout the supplier’s
               manufacturing facility that identifies the status of that material. It must identify
               the stage in the manufacturing process of the material as well as its suitability for
               the next process step. First In – First Out (FIFO) inventory control must be
               practiced. At any point in the manufacturing process, non-conforming material
               must be clearly identified and quarantined for disposition.
               7.5.1     Packaging and Identification
                         It is the responsibility of the supplier to ensure that packaging is
                         sufficient to protect product quality and integrity during shipment to
                         CAMACO LORAIN MANUFACTURING. Each container must have
                         adequate labeling to ensure that the part number, quantity, lot number,
                         manufacturing date, and engineering change level is clearly identified.
               7.5.2     Bar Coding
                         Bar coding must meet AIAG standards. The supplier must verify that all
                         labels are legible by bar code reading equipment, which meets AIAG
                         standards.
               7.5.3     Special Part Identification
                         Any product shipped to CAMACO LORAIN MANUFACTURING other
                         than normal production material must be clearly identified on the outside
                         of the carton using orange labels or tags. The following is a list of such
                         product:




File Name: Camaco Statement of Work Template                                           Page 17
                         •   new level parts
                         •   pre-production parts
                         •   PPAP samples
                         •   new/modified packaging evaluations
                         •   certified stock
               7.5.4     Run @ Rate
                         Quoted manufacturing capacities will be verified after parts meet PPAP
                         requirements. Part quantities necessary for this process will be
                         determined by the CAMACO LORAIN MANUFACTURING SQE on a
                         part number-by-part number basis.

8.0    SUPPLIER CHARGE BACK POLICY
       (See Supplier Manual located on Camaco website www.camacollc.com)
9.0    ADVANCED PRODUCT QUALITY PLANNING
       The highlights below are meant to be a summary representation of APQP requirements
       outlined by AIAG and QS9000/TS16949. Suppliers must fully comply with all
       requirements outlined in the AIAG and QS9000/TS16949 manuals. More details about
       specific APQP requirements will be made available to suppliers prior to program launch.
       9.1     Program Plan
               The supplier must prepare a Program Plan that identifies significant program
               requirements and objectives, and schedule the completion of each on a timing
               chart. The elements of this plan must conform to AIAG Manual. The Program
               Plan timing chart must indicate review dates for each applicable section of the
               APQP Manual. This supplier’s Program Plan must be sufficiently detailed to
               enable CAMACO LORAIN MANUFACTURING to measure progress and
               identify specific problem areas. This plan must be approved by CAMACO
               LORAIN MANUFACTURING and shall be used as the basis for periodic reviews
               to assess progress and make adjustments to program effort and resources to keep
               the program on track toward program objectives.
               The Program Plan is to be a summary of the specific plans required by this SOW
               and should address specifically all applicable supplier requirements including but
               not limited to the following:
               9.1.1     Program Review Meetings
                         Program review meetings will be held on a periodic basis, but with a
                         minimum frequency of once per month, at CAMACO LORAIN
                         MANUFACTURING or supplier facilities. Program reviews shall be
                         utilized to provide technical and managerial interchanges between
                         CAMACO LORAIN MANUFACTURING and supplier personnel.
                         Agenda items will include, as a minimum, review of the program timing



File Name: Camaco Statement of Work Template                                     Page 18
                         plan, the open prior action items matrix, problems, identification of new
                         issues/actions and associated plans, potential risks, technical interface
                         discussions, future planning, systems costs and other items appropriate to
                         SOW performance.




               9.1.2     Open Items List
                         The supplier will be required to maintain an Open Items List describing
                         all issues requiring resolution prior to completion of the program
                         objectives. This list will include information required to continue the
                         work process or support decisions, design, build and validation problems,
                         etc., and must be carried on the list until satisfactorily addressed and
                         resolved. Status must be maintained, individual responsibility for each
                         item must be assigned, and the list must be made available to CAMACO
                         LORAIN MANUFACTURING. The resolution of each issue must be
                         documented on the list and acknowledged before it can be considered
                         closed. Closed issues are to be maintained on a separate list. The Open
                         Issues List must: be completed on a PC based electronic format
                         transferable and usable by CAMACO LORAIN MANUFACTURING
                         personnel (WORD, EXCEL, etc.), updated and distributed within 24
                         hours of meeting. The supplier will be responsible for keeping
                         documents on file for records retention through the 5th year after
                         termination of regular program production.
               9.1.3     Problem Notification
                         The supplier must notify CAMACO LORAIN MANUFACTURING
                         Purchasing, CAMACO LORAIN MANUFACTURING Program
                         Management and the CAMACO LORAIN MANUFACTURING SQE as
                         soon as the supplier knows of a potential issue which may adversely
                         impact program timing and/or other program requirements regardless of
                         whether such issue involves the supplier’s component or not. This
                         notification should occur within 24 hours after confirmation that the
                         problem exists. Where issues involve the supplier’s component, the
                         supplier must provide a recovery plan and detailed description of the risk
                         to program timing or requirements.
               9.1.4     Communication of Information
                         CAMACO LORAIN MANUFACTURING will generate a distribution
                         list for use in distributing subsystem information. This list will include
                         supplier personnel as well as CAMACO LORAIN MANUFACTURING
                         personnel. Distribution within the supplier is to be restricted to persons
                         who have a “need to know”. Technical communications from CAMACO




File Name: Camaco Statement of Work Template                                       Page 19
                         LORAIN MANUFACTURING to the supplier will be through the
                         technical documents identified by this SOW.


       9.2     Quality/Manufacturing Plan
               The Supplier must establish a prototype and production Quality/Manufacturing
               Plan which defines the manufacturing process flow from receipt of purchased
               material to the shipment of finished goods to CAMACO LORAIN
               MANUFACTURING. This type of plan is required for on-line pre-production
               builds, production builds and service builds. All manufacturing operations,
               methods for controlling manufacturing operations [(emphasizing Statistical
               Process Control (hereafter referred to as “SPC”)], in-process checks, test points,
               process parameters, contamination and cleanliness controls and inspection points
               are to be included. Disposition of rejected lots and non-conforming material must
               also be addressed. Specific operator/inspection work instructions must be referred
               to where appropriate.
       9.3     Reliability Requirements
               The following paragraphs define the subsystem/component level requirements for
               reliability. The tasks listed below are mandatory:
               •   Process Failure Modes and Effects
               •   Design Potential Failure Modes and Effects Analysis (DR – Design
                   Responsible)
               •   Design Verification Plan and Report (DR – Design Responsible)
               •   Drawing Reviews
               •   Root Cause Failure Analysis and Permanent Corrective Actions
               9.3.1     Process Failure Mode and Effects Analysis
                         A Process Failure Mode and Effects Analysis (hereafter referred to as
                         “PFMEA”) must be performed by a multi-disciplined team and reviewed
                         by the CAMACO LORAIN MANUFACTURING SQE prior to the start
                         of validation. The PFMEA must be updated (and reviewed), whenever
                         product or process changes are made or as the result of a failure. The
                         team must use the AIAG PFMEA form and ranking scale. A prepared
                         study is acceptable unless the outcome is unknown, in which case an
                         actual test on hardware must be performed. Corrective action must be
                         listed for top 5 Risk Priority Numbers (RPNs) unless otherwise directed
                         by the CAMACO LORAIN MANUFACTURING SQE.
               9.3.2     Drawing Reviews
                         All subsystem/components that the supplier has been contracted to
                         produce will have Computer Aided Drafting (CAD) data (3D
                         math/model, 2D dimensioning and text) and full size plotted drawings



File Name: Camaco Statement of Work Template                                      Page 20
                         provided. CAMACO LORAIN MANUFACTURING and the supplier
                         will review all of the drawings provided to the supplier by CAMACO
                         LORAIN MANUFACTURING. The supplier will be asked to provide
                         written confirmation that the drawing(s) reviewed are completely
                         understood. Drawing reviews will include supplier input regarding the
                         feasibility of production processes to meet dimensional, specification,
                         and GD&T requirements. Any revisions required will be documented on
                         drawings or CAD screen dumps and captured in meeting minutes.
               9.3.3     Design Failure Mode and Effects Analysis (DR)
                         A Design Failure Mode and Effects Analysis (hereafter referred to as
                         “DFMEA”) must be performed by a multi-disciplined team and reviewed
                         by the CAMACO LORAIN MANUFACTURING Product Engineer prior
                         to initiating design validation for the component. The supplier will
                         initiate and take the lead in this action.
                         The team shall determine necessary design revisions from the output of
                         these studies and shall use the AIAG DFMEA form and rating scale. A
                         paper study is acceptable unless the outcome is unknown, in which case
                         an actual test on hardware must be performed. The DFMEA must be
                         updated and re-approved whenever a failure occurs or a product change is
                         made. The supplier must keep DFMEAs up to date at all times.


               9.3.4     Design Verification Plan and Report (DR)
                         The supplier must prepare and maintain a Design Verification Plan and
                         Report (hereafter referred to as “DVP&R”) and obtain CAMACO
                         LORAIN MANUFACTURING Engineering approval prior to initiation
                         of production tooling activities. The supplier must integrate issues
                         identified in the DVP&R into DFMEAs, PFMEAs and control plans as
                         appropriate. The supplier must keep DVP&Rs updated at all times
                         including updates to reflect all testing related to any relevant post-
                         production release revisions.
               9.3.5     Design Reviews
                         All designs shall go through a formal multi-disciplined design review,
                         lead by the design-responsible party and attended by the appropriate
                         personnel representing both CAMACO LORAIN MANUFACTURING
                         and the supplier. These reviews shall be held prior to each build /testing
                         phase of the program. The supplier must document the results of design
                         reviews (including open items) through meeting minutes and marked-up
                         drawings.
               9.3.6     Root Cause Failure Analysis and Permanent Corrective Actions
                         The subsystem/component supplier must have formal procedures
                         established that define the actions to be taken in the event of failures. All



File Name: Camaco Statement of Work Template                                         Page 21
                         problems should be documented using a form which includes all of the
                         Eight Disciplines (8D format). Initiation of Root cause required within
                         twenty-four hours of notification of issue and correction action(s)
                         identified within five days of notification. The CAMACO LORAIN
                         MANUFACTURING SQE/APQP Engineer must approve 8Ds before
                         each 8D can be considered completed and closed.


       9.4     Packaging Plan
               The packaging of the finished product is an extremely important contribution to
               overall part quality. All packaging must have bar code labels attached for
               identification purposes. Please refer to the attached Expendable Packaging
               Guidelines. In addition, the supplier should collaborate with CAMACO LORAIN
               MANUFACTURING Packaging and seat assembly plant personnel to develop a
               workable plan incorporating the following considerations:
                   packaging concept
                   packaging design
                   identification of ownership
                   returnable vs. expendable
               Proposals, including cost, must be submitted with the component quote to
               CAMACO LORAIN MANUFACTURING. Final proposals must be submitted to
               CAMACO LORAIN MANUFACTURING for approval by the date specified by
               the seat assembly plant contact.
       9.5     PPAP Requirements
               A PPAP must be submitted for any change to the product, process or subcontractor
               in advance of any shipment of product to the CAMACO LORAIN
               MANUFACTURING seat assembly plant as specified in the AIAG PPAP Manual,
               3rd Edition.
               Suppliers must adhere to the AIAG PPAP Manual, 3rd Edition for PPAP
               requirements, plus any additional requirements stated in this SOW. CAMACO
               LORAIN MANUFACTURING will not accept any new or changed product
               without PPAP approval. If shipments are received without approval, the Charge
               Back Policy (see Supplier Manual on Camaco website “www.camacollc.com”)
               may be enforced. This is ground for consideration of re-sourcing business.
               CAMACO LORAIN MANUFACTURING Purchasing views any supplier’s
               failure to meet this program requirement as just cause for termination of contracts.
               Suppliers must have the following in their possession before shipping new or
               changed product:
               •   approved Purchase Order
               •   material release




File Name: Camaco Statement of Work Template                                       Page 22
               •   approved PPAP
               The following will be used for special circumstances:
               •    “OK TO TOOL”/Conditional/Interim PPAP approval
               Dimensional results are required for all dimensions on at least 6 parts per cavity or
               process.
               An annual Level 3 PPAP submission is required including dimensional results and
               material and performance test results. The SQE will provide instructions for
               annual submissions.
               For any questions or clarification of requirements for PPAP, contact the
               CAMACO LORAIN MANUFACTURING SQE. If any changes are made without
               prior notification, sufficient PPAP documentation, and approval by CAMACO
               LORAIN MANUFACTURING, the supplier will immediately be in breach of
               contract to CAMACO LORAIN MANUFACTURING and subject to review.




       9.6     Material Certification Requirements
               The material certification is a document from a material provider, which includes
               the following details:
               •   Manufacturing location
               •   Lot number
               •   Product identification number
               •   Product name
               •   Product specification number
               •   Dates of test
               •   Test data, which shows compliance to the stated customer and/or CAMACO
                   LORAIN MANUFACTURING product specification.
               •   Testing should be completed in accordance with all applicable procedures per
                   the stated product specification. Questions pertaining to applicable procedures
                   and/or requirements should be directed to the respective CAMACO LORAIN
                   MANUFACTURING Supplier Quality Engineer for resolution.
               Test data and the results of the evaluated specification should be displayed in a
               manner, which clearly indicated whether or not the material met the product
               specification. In addition, the test result record must have the following: an
               approver’s signature with applicable function/title and date.



File Name: Camaco Statement of Work Template                                        Page 23
10.0   COMPONENT DESIGN REQUIREMENTS
       An CAMACO LORAIN MANUFACTURING Manufacturing representative will review
       all designs for manufacturing feasibility and serviceability. The supplier must provide the
       engineering disciplines necessary to make needed design changes (DR), implement
       tooling changes, qualify components, and provide documentation in accordance with this
       SOW.




File Name: Camaco Statement of Work Template                                      Page 24

				
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Description: Supplier Work Statement document sample