Exhibit 10.21
▇▇▇▇ ▇▇▇▇-▇▇▇▇ SUPPLIER AGREEMENT
BETWEEN INDALEX ALUMINUM SOLUTIONS
AND
PGT INDUSTRIES INC.
TERM OF AGREEMENT
January 1, 2005 to December 31, 2006
QUANTITY
PGT Industries agrees to purchase * pounds in 2005 and *
pounds in 2006 of aluminum extrusion with a total volume variance of plus or
minus * Indalex Aluminum Solutions will offer additional capacity to PGT
Industries as it becomes available and PGT Industries will have the option to
utilize this additional capacity as needed. Quantity ordered is dependent on
Indalex Aluminum Solutions ability to meet quality and design change
expectations.
PGT will start to move from *
PRICE
Metal:
*
---------
* Denotes confidential portions of this agreement that have been omitted and
filed separately with the Securities and Exchange Commission
*
Paint: *
Price per sq. ft. Price per sq. ft.
----------------- -----------------
Square Feet Liquid Powder
Per Piece Paint Paint
* * *
The above pricing will remain in effect for the duration of this agreement.
All goods or services ordered by PGT Industries are placed only through a valid
purchase order. PGT Industries will not accept nor pay for any verbal purchase
order.
FORCE MAJEURE
Except as otherwise expressly provided in this Agreement, neither party will be
deemed in default of its obligations under this Agreement (other than the
obligation to pay money as required by this Agreement) for a failure to perform
due to reasons of a force
* Denotes confidential portions of this agreement that have been omitted and
filed separately with the Securities and Exchange Commission
majeure event, including acts of God, acts of a public enemy, acts of any
national, state or local governments, or any department or regulatory agency or
entity (other than compliance or non-compliance with existing law(s) and
regulation(s)), shortage or failure of transportation or energy sources as a
result of acts of God, embargoes, riots, acts of any person engaged in
subversive activity or sabotage, fires, floods, explosions or other
catastrophes, epidemics or quarantine restrictions, inability to obtain raw
materials or component parts (including delays of third party suppliers or
contractors to furnish materials or supplies due to a force majeure event), or
any other cause beyond the control of a party, which by exercise of reasonable
diligence such party is unable to prevent. Each party will provide the other
party with prompt notice as to the probability of such a cause of delay upon
becoming aware of such a probability and will use due diligence and all
reasonable efforts to avoid and cure any such cause preventing performance so as
to resume performance under this Agreement as soon as reasonably possible.
DIES
Dies cut as a result of a PGT design are considered to be proprietary to PGT
Industries. These dies may not be used for anyone other than PGT Industries,
without written consent from PGT Industries. *
MINIMUMS
PGT Industries agrees to order a minimum of * pounds per die. * pounds
orders will be allowed per line item if the total run on the die is *
pounds or more. Other * pound orders will be allowed on occasion. If this *
pound order allowance is abused, Indalex Aluminum Solutions reserves the right
to charge * per pound.
* Denotes confidential portions of this agreement that have been omitted and
filed separately with the Securities and Exchange Commission
TRANSPORTATION
F.O.B., PGT Industries South Eastern USA, free of charge, via trucks and
trailers supplied by Indalex Aluminum Solutions. *
TERMS
Payment terms are *
from receipt of the Invoice.
LEAD-TIMES
Standard lead-time * from the date of the purchase order.
Custom color paint orders will be delivered as follows:
Secondary colors
Custom colors
- * following approval of color chip
CHANGES TO SUPPLY ARRANGEMENT
Both PGT Industries and Indalex Aluminum Solutions agree to give a minimum *
notice if either wishes to change this agreement.
* Denotes confidential portions of this agreement that have been omitted and
filed separately with the Securities and Exchange Commission
QUALITY
Indalex Aluminum Solutions will honor returns and credits for any defective
material on a timely basis. PGT Industries will supply DMR's for any extrusion
in quantity * that is being rejected, listing part number,
die number, quantity, lot number and details of the rejection. *
All material must meet PGT design specifications and tolerances. Indalex
Aluminum Solutions must supply copies of corrective action reports to PGT
Industries. Indalex Aluminum Solutions must meet or exceed minimum PGT quality
procedures. Indalex Aluminum Solutions will honor returns and credits for any
defective material on a timely basis.
A listing of PGT expectations for quality procedures is attached. (Exhibit A)
If PGT industries has to rework dies or sort material due to * .
PGT Industries may perform quality audits at Indalex Aluminum Solutions at PGT's
discretion.
A supplier performance evaluation will be given at least twice a year. Indalex
Aluminum Solutions will be rated on deliveries, quality, service/warranty and
sales representation. Total possible points are 100. Scores of 95 to 100 are
considered to be preferred vendors. Scores of 90 to 94 mean that the supplier
has areas in need of improvement. Scores of 85 to 89 are only fair and means
that the vendor risks being dropped by PGT Industries if no immediate
improvement is made. No vendor will continue to do
* Denotes confidential portions of this agreement that have been omitted and
filed separately with the Securities and Exchange Commission
business with PGT Industries if they have an unacceptable rating of 84 and
below. (Exhibit B)
CONFIDENTIONALITY AGREEMENT/PATENT INFRINGEMENT
PGT Industries must have a signed confidentionality agreement signed by an
authorized representative of Indalex Aluminum Solutions. (Exhibit C)
Vendor name assures PGT Industries that there are no patent infringements from
materials provided to PGT Industries. PGT Industries considers any patent
infringements the sole liability of the supplier.
/s/ ▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------- ----------------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Director of Materials Management Senior Purchasing Agent
PGT Industries PGT Industries
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Vice President Sales & Marketing
Indalex America Inc.
EXHIBIT A
CONTAINMENT FOR DEFECTIVE MATERIALS RETURNS FLOW CHART
PGT discovers non-conformance and notifies vendor
|
|
A mutual decision is made as to what to do
with product
- Scrap and credit PGT
- Keep at PGT and modify - Vendor is
billed or credits PGT on next
shipment.
- Return by PGT for Rework - PGT to
be credited for any freight charges.
|
|
Vendor inspects materials in process, in warehouse, and
anything scheduled for shipment.
|
|
Quarantine non-conforming materials for disposition.
|
|
Rework and/or sort non-conforming materials.
| Fax Rework
| Form and
Ship reworked or modified product to PGT Corrective
(100% certified inspection - see PGT ------- Action
PRO/QS/CONT/012, section 5.2.1) Report to
/ PGT Quality
/ Office
/
PGT --- Failed inspection --- Scrapped by PGT and
performs credit to PGT
incoming
inspection
\
\
Released to Production
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QS/QS Procedures/Containment for Defective Materials Flow Chart
---------------------------------------------------------------
Title: Issue Date: Revision
Vendor's Name Containment Procedure For Defective
Material Returns from PGT Industries
Document No.: Page:
1 of 3
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ORIGINATOR: SIGNATURE/DATE:
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MANAGEMENT APPROVAL: SIGNATURE/DATE:
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1. PURPOSE
This procedure defines the handling, identification and disposition of
materials that do not conform to stipulated specifications by PGT Industries.
2. SCOPE
This procedure applies to suspect and non-conforming materials detected at
this facility or returned by PGT.
3. DEFINITIONS
Products: Raw materials, Finished Goods, In-Process parts or
sub-assemblies.
Quarantine Area: The quarantine area is a segregated area where
non-conforming materials can be stored without risk of
it being used in the production process or shipped to
PGT. It is an enclosed, segregated area where Quality
Hold tape or labels are used to identify non-conforming
materials.
4. RESPONSIBILITIES AND AUTHORITY
4.1 QUALITY MANAGER
The Quality Manager is responsible for the implementation of this
procedure.
5. PROCEDURE
5.1 A representative of PGT (Purchasing or Quality Systems) will notify
Vendor concerning non-conforming materials as soon as possible from
the time of its initial discovery. The Defective Material Return (see
PGT Document PRO/QS/DMR/003) or Vendor Incident Procedure (see PGT
Document PRO/QS/VI/023) will be followed.
Title: Issue Date: Revision
Vendor's Name Containment Procedure for Defective
Material Returns from PGT Industries
Document No.: Page:
2 of 3
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5.2 A mutual decision will be made to:
- Scrap the material at PGT and issue credit
- Rework or modify the material by PGT at a charge. (See 5.2.1.3 &
5.2.1.4)
- PGT will return the material for rework or disposition - Freight
will be paid by vendor or credited to PGT per DMR procedure
(PRO/QS/DMR/003).
5.2.1 Material returned for rework from the customer (PGT) will
be reworked in compliance with the Control of
Non-Conforming Product (see PRO/QS/CNCP/019). The product
will be identified throughout the rework and reship
process.
5.2.1.1 Non-conforming material that has been corrected
will be labeled "Reworked Material" prior to
return to PGT. Label to be fluorescent yellow
and no smaller than 1" x 2".
5.2.1.2 Materials returned for sorting must be 100%
inspected and the package will be labeled
"Certified Material" prior to return to PGT. Label
to be fluorescent yellow and no smaller than 1" x
2".
5.2.1.3 Once notified of a non-conforming material by PGT
Industries, all materials scheduled for shipment,
stored in the warehouse, and/or in process for
assembly, and/or materials that have been
fabricated will be inspected. Material that does
not conform to specifications will be placed in
the Quarantine Area for disposition. Material will
be identified with part number, name and lot
number. In the event of rework, the "Rework Form"
(FRM/QS/REWORK/022) will be faxed to PGT prior to
release of the material to PGT. Any material
located at PGT Industries that requires sorting
and isolation will be handled in accordance with
the PGT Control of Non-Conforming Product (PGT
Document (PRO/QS/CNCP/019). Time and labor will be
recorded and billed at the rate * .
* Denotes confidential portions of this agreement that have been omitted and
filed separately with the Securities and Exchange Commission
Title: Issue Date: Revision
Vendor's Name Containment Procedure for Defective
Material Returns from PGT Industries
Document No.: Page:
3 of 3
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5.2.1.4 Material reworked by PGT Industries will be noted
in the Rework Report (see FRM/QS/REWORK/022). Time
and labor will be recorded and billed or credited
* .
5.2.1.5 Materials inspected by PGT Industries that are
labeled "Rework or Certified Material" and are
found to be non-compliant will be subject to being
scrapped and a credit will be issued to PGT
Industries. The credit will be handled in the same
manner as credit issued under the PGT Defective
Material Return Procedure (PGT Document
PRO/QS/DMR/003A).
5.3 Subsequent shipments of material with like defect are subject to
being scraped by and credited to PGT.
5.4 A copy of the Corrective Action Report (see FRM/QS/CAR/018) will
be faxed to PGT Industries, Quality Systems Department within
five working days (fax number ▇▇▇-▇▇▇-▇▇▇▇).
6.0 RECORDS
A record of Corrective Actions will be maintained by vendor and
reviewed annually by management. All non-conformances will be
associated with or cross-referenced to part number, name and type of
non-conformance. Data will be analyzed and a plan for controlling
non-conformances will be implemented.
* Denotes confidential portions of this agreement that have been omitted and
filed separately with the Securities and Exchange Commission.
The following is an example of the minimum information required for a Corrective
Action Report by PGT.
Vendor Title: Issue Date: Revision:
CORRECTIVE ACTION
REPORT
Document No.: Page:
FRM/QS/CAR/018 1 of 1
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ORIGINATOR: SIGNATURE/DATE:
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MANAGEMENT APPROVAL: SIGNATURE/DATE:
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PURPOSE: To document the corrective action process of non-conforming materials.
SCOPE: Anyone involved in identifying a non-conformance may initiate a
Corrective Action Report. The Corrective Action Team will complete the report
in accordance with the Corrective Action Procedure
Customer Part Number: Description:
------------------------ -------------------
Customer: Date:
--------------------------------------------- ------------------
Date of original complaint:
-----------------------------
Lot # PGT DMR #
--------------------------------- ------------------------------
PROBLEM DETAILS
----------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
SHORT TERM ACTION REQUIRED TO FIX THE PROBLEM: (PLEASE STATE TIME FRAME.)
------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
LONG TERM SOLUTION TO SOLVE THE PROBLEM: (PLEASE STATE TIME FRAME.)
-------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Customer notified of down time if supply is inadequate:
------------------------
Customer approved new sample: Who: When:
-------------- ----------- --------------
Additional action or notes:
----------------------------------------------------
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ORIGINATOR: ▇. ▇▇▇▇▇▇▇, 1218 SIGNATURE/DATE:
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MANAGEMENT APPROVAL: ▇. ▇▇▇▇▇, 7011 SIGNATURE/DATE:
▇. ▇▇▇▇, 2900
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CONTENTS
1. Purpose
2. Scope
3. Definitions
4. Responsibility and Authority
4.1 Quality Systems Group Leader
4.2 Quality Systems
4.2 Specific Responsibilities
5. Procedure
5.1 Raw Materials
5.2 Voiding a DMR
5.3 Sorting Material
5.4 Production Down Time
6. Documentation
7. Revisions and Amendments
8. Enclosures
9. Distribution List
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1. PURPOSE
This procedure defines the handling, identification and disposition of raw
materials that do not conform to stipulated specifications.
2. SCOPE
This procedure applies to suspect and non-conforming raw materials detected
at PGT Industries.
3. DEFINITIONS
DMR: Form initiated by Quality Systems against suppliers for
non-conforming raw material.
DMR TEAM: Employee's involved in the DMR process. Quality
Systems, Material Planning, Inventory Control,
Purchasing, Material Handling, Common Carrier and
Accounting.
QUARANTINE AREA: The quarantine area is a segregated area where
non-conforming product can be stored without risk of
it being used in the production process or shipped to
the customer. The quarantine area is located between
columns F7 and F8.
CORRECTIVE ACTION: Action taken to eliminate the causes of an existing
non-conformance or undesirable situation in order to
prevent re-occurrence.
CONTAINMENT: Immediate steps taken to insure no product is shipped
without being corrected.
4. RESPONSIBILITY AND AUTHORITY
4.1 QUALITY SYSTEMS GROUP LEADER
The QUALITY SYSTEMS GROUP LEADER is responsible for the
implementation of this procedure
4.2 QUALITY SYSTEMS
The QUALITY SYSTEMS DEPARTMENT is responsible to monitor the
completion of all DMR's and contact appropriate departments when time
frames are not met to ensure the timely closure of DMR's.
4.3 SPECIFIC RESPONSIBILITIES
Described in section 5. PROCEDURE
5. PROCEDURE
5.1 RAW MATERIALS
5.1.1 Materials that are found to be non-conforming or suspect
are identified with a "Hold For Quality" tag. If the
quantity is too large for quarantine, extrusions etc., then
it is retained in its current location and clearly marked
with yellow "QA Hold" tape. The MANUFACTURING GROUP/TEAM
LEADER is responsible to contact QUALITY SYSTEMS with the
problem so that
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QUALITY SYSTEMS may check the suspect material. If nobody from QUALITY
SYSTEMS is available the MANUFACTURING GROUP/TEAM LEADER must
IMMEDIATELY tag the material with a "HOLD FOR QUALITY" tag, complete
all information, and notify QUALITY SYSTEMS via e-mail. QUALITY
SYSTEMS will contact the MATERIAL HANDLERS. The e-mail must be sent to
the "QUALITY SYSTEMS" address so the entire department is notified.
Numbered tags can only be obtained from QUALITY SYSTEMS. MANUFACTURING
GROUP/TEAM LEADERS can get "Hold for Quality" tags from the stockroom
when QUALITY SYSTEMS is not available. The material MUST be tagged in-
order for MATERIAL HANDLING to move the material. If it is not tagged
they will not move the material. MATERIAL HANDLING must notify QUALITY
SYSTEMS via e-mail once the material has been moved to the quarantine
area. Extrusions should immediately be identified with a "Hold For
Quality" tag and yellow "QA Hold" tape by the MANUFACTURING GROUP/TEAM
LEADER if QUALITY SYSTEMS is unavailable.
5.1.2 QUALITY SYSTEMS is responsible to disposition the material. If the
material is deemed acceptable, it can be put back into production. If
the material does not meet specification, QUALITY SYSTEMS should
immediately contact MATERIAL PLANNING via e-mail and initiate a DMR
form.
5.1.3 QUALITY SYSTEMS must contact PURCHASING to find out the status of any
open orders for the suspect material and contact the supplier to
inform them of the problem.
5.1.3.1 If there are no open orders or orders in transit then
PURCHASING must contact the supplier to ensure that they
contain the problem and certify the following shipment of
material.
5.1.3.2 If there is an order in transit, PURCHASING must contact
QUALITY SYSTEMS to inform them of the shipment. PURCHASING
will post the shipment information on the RECEIVING board so
that RECEIVING will know to notify QUALITY SYSTEMS when the
shipment is received. QUALITY SYSTEMS will perform an
incoming inspection and disposition the material.
5.1.4 DMR files are located at QLTYSYSTM/DEFECTIVE MATERIAL RETURNS/DMR'S.
5.1.5 QUALITY SYSTEMS will initiate a DMR form for all non-conforming
material and must complete all necessary information. QUALITY SYSTEMS
will assign a DMR #, add the DMR to the log and complete supplier,
part #, part description, P.O. #, quantity inspected, quantity
rejected, lot/bundle #, description of defect, quantity at each
location, any comments and sorting time if applicable.
5.1.6 The DMR form must be completed by QUALITY SYSTEMS with-in one business
day after the material is rejected. QUALITY SYSTEMS must notify
PURCHASING and INVENTORY CONTROL via e-mail to inform them of the DMR,
giving them the number and information. QUALITY SYSTEMS must request a
corrective action report from the supplier when they are notifying
them of the non-conforming material. The corrective action report
should be returned to QUALITY SYSTEMS with-in five days.
5.1.7 PURCHASING is responsible to complete the pricing information
including credit amount on the DMR form then contact the supplier to
get a Return #, method of shipment and shipping address. They must
then sign and date the DMR form when complete.
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5.1.8 INVENTORY CONTROL is responsible to deduct the material from
inventory then sign and date the DMR form when this is
complete.
5.1.9 When all information is complete, PURCHASING must contact
COMMON CARRIER via e-mail for all products except for
extrusions where they must contact MATERIAL HANDLING to inform
them that the material is ready to ship out. COMMON CARRIER or
MATERIAL HANDLING must print a copy of the DMR located at
QLTYSYSTM/DEFECTIVE MATERIAL RETURNS/DMR'S to send back with
the defective material. COMMON CARRIER must send all material
out with-in two business days of being notified. In the case of
extrusion, PURCHASING and MATERIAL HANDLING has two weeks to
send the material out.
5.1.10 Once the material is shipped out, COMMON CARRIER or MATERIAL
HANDLING must sign and date the DMR form and notify PURCHASING
via e-mail.
5.1.11 PURCHASING must notify ACCOUNTING via e-mail that the material
has shipped out and forward them a copy of the DMR.
5.1.12 ACCOUNTING must receive verification of shipment from COMMON
CARRIER or MATERIAL HANDLING then sign and date the DMR form
located at QLTYSYSTM/DEFECTIVE MATERIAL RETURNS/DMR'S and
complete the DMR Log located at QLTYSYSTM/DEFECTIVE MATERIAL
RETURNS/DMR LOG. ACCOUNTING must indicate on the log when
credit is received for the material. The credit should be
posted within 30 days after the material ships.
5.2 VOIDING A DMR: Steps to take in order to put material back into
production after a DMR has been written.
5.2.1 QUALITY SYSTEMS must remove the "Hold for Quality" tag from the
material and any other tags or paper work.
5.2.2 QUALITY SYSTEMS must notify PRODUCTION via e-mail that the
material is acceptable to use.
5.2.3 QUALITY SYSTEMS must go into the DMR log and do the following:
- Highlight the line for the DMR # in red
- Type "Voided" into the RMA # column
- Complete the column for the reason that the DMR was voided.
5.2.4 QUALITY SYSTEMS must then contact INVENTORY CONTROL, PURCHASING
and ACCOUNTING via e-mail to inform them that the DMR has been
voided and the material has been released back into production.
5.2.5 If the material is in the quarantine area then QUALITY SYSTEMS
must notify MATERIAL HANDLING so that they may move the
material back into production or the stockroom.
5.3 SORTING MATERIAL
5.3.1 PGT will charge suppliers for sorting time of suspect material
at the rate of * .
* Denotes confidential portions of this agreement that have been
omitted and filed separately with the Securities and Exchange
Commission
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5.3.2 QUALITY SYSTEMS will complete the sorting section of the DMR
Form (FRM/QS/DMR/006), when applicable. Purchasing will add
additional sort time charges and freight charges to the
total credit amount on the DMR Form (FRM/QS/DMR/006).
5.4 PRODUCTION DOWN TIME
5.4.1 Production down time due to defective material will be
handled on a case-by-case basis.
6. DOCUMENTATION
1. DMR Form (FRM/QS/DMR/006)
7. REVISION AND AMENDMENTS
8. ENCLOSURE
1. DMR Form (FRM/QS/DMR/006)
2. Hold for Quality Tag (FRM/QS/DMR/002)
3. Quality Hold Tape
9. DISTRIBUTION
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Enclosure 1:
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Defective Material Returns (DMR) Form FRM/QS/DMR/006C
Supplier_______________ DMR # __________
Part# _________________ Part Description _________________ P.O.# __________
Quantity Inspected _______ Quantity Rejected _______________ Lot/Bundle#_______
--------------------------------------------------------------------------------
Total Quantity Price Ext. Price
****Detailed Description of
Non-conformance***
-----------------------------------------
Warehouse Stockroom RX WIP
Location
-----------------------------------------
Quantity
Each
Location
--------------------------------------------------------------------------------
Comments:
--------------------------------------------------------------------------------
Sorting: Total Charge
Sort Time: @ $30.00 $0.00 Line Down Time:
---------- ----- ----------
(man hours)
--------------------------------------------------------------------------------
(circle one) Return to Supplier Scrap Sort
--------------------------------------------------------------------------------
Ship to: Return #
-----------------
Method of Shipment
-----------------
Credit Amount
-------------
Freight Amount
-------------
Sorting Amount $0.00
-------------
Total Credit Amount $0.00
-------------
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-------------------- ----------- --------------------- -------------
Quality Signature Date Common Carrier Date Sent
-------------------- ----------- --------------------- -------------
Inventory Control Date Material Handling Date Sent
-------------------- ----------- --------------------- -------------
Purchasing Date Accounting Date
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ENCLOSURE 2:
*
ENCLOSURE 3:
*
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PRO/QS/VI/023 1 of 1
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ORIGINATOR: SIGNATURE/DATE:
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MANAGEMENT APPROVAL: SIGNATURE/DATE:
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PURPOSE: This procedure defines the investigation of non-conforming
materials to determine the disposition of material and the impact on the
manufacturing process.
SCOPE: Quality Systems employees performing inspections or
investigations on non-conforming materials.
1. RESPONSIBILITIES AND AUTHORITY
1.1. QUALITY MANAGER is responsible for development and implementation
of this procedure and subsequent procedures as outlined in this
document.
1.2. RECEIVING MANAGER is responsible for ensuring that all incoming
shipments labeled with a fluorescent yellow label are identified
and Quality Systems is notified immediately of their arrival.
2. PROCEDURE
2.1. Quality Systems is notified of or, discovers a non-conformance
during an inspection or is notified of an incoming shipment from
Receiving.
2.1.1. Identify problem and after preliminary investigation the
Administrator or Technician will consult with the Quality
Manager for further instructions. Quality Systems will
coordinate with Purchasing, Engineering or any department
deemed necessary to rectify the problem.
2.1.2. Determine course of action.
2.1.2.1. If the material is to be returned follow the DMR
Procedure (PRO/QS/DMR/003).
2.1.2.2. If the material is not being returned fill out the
Vendor Incident form (FRM/QS/VI/023).
2.1.2.2.1. REWORK - If the material is reworked
Quality Systems will determine what needs
to be reworked and will fill out the Rework
Form (FRM/QS/REWORK/022). A copy of the
Rework form and Vendor Incident form will
be given to Purchasing for cost recovery
purposes.
2.1.2.2.2. SORTED - The material will be sorted to
distinguish usable materials. A Vendor
Incident report and/or a DMR form will be
used for non-usable material. Appropriate
documents will be submitted to Purchasing
for cost recovery purposes.
2.1.3. RECORDS
2.1.3.1. Submit form to the Quality Systems Document
Coordinator for processing. Documentation will be
reviewed as part of the reduction of non-conforming
materials plan.
FRM/QS/INS/007
PGT INDUSTRIES [ ] Vendor Incident #
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ -------------------------
Nokomis, FL 34275 [ ] Incoming Inspection
*
Packaged date: Quantity
----------------------- --------------------
Product Line: Location:
----------------------- --------------------
Part Number: Location:
----------------------- --------------------
Lot Number: Part Description:
----------------------- --------------------
Purchase Order # Prod. Description:
----------------------- --------------------
Vendor Name: Barrel Number:
----------------------- --------------------
Description of the Problem:
-----------------------------------------------------
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*
Number of Pieces Received:
------------
Number of Pieces Inspected:
------------
Inspected by:
------------
Date Inspected:
------------
Were there any parts rejected Yes No
---- ----
How many parts were defective:
--------------------------
What action was taken with the defective parts?
-------------------------------
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*
Quality: Sort Time Comments:
---------- ----------------------
Number of persons
---------- ----------------------
Total Sort Time
---------- ----------------------
QS/Form/VendorIncidentInspection
TITLE: ISSUE DATE: REVISION
[VISIBLY CONTROL OF NON-CONFORMING ORIGINAL
BETTER PRODUCT
LOGO] DOCUMENT NO.: PAGE:
PRO/QS/CNCP/019 1 of 3
ORIGINATOR: SIGNATURE/DATE:
MANAGEMENT APPROVAL: SIGNATURE/DATE:
PURPOSE
This procedure defines the containment methods of non-conforming materials
and products at PGT: to Isolate the problem, Segregate the material, Insulate
our internal/external customers and Eliminate problems by root cause
analysis, corrective action and mistake proofing.
SCOPE
This procedure applies to suspect and non-conforming materials and products
detected at our facilities and/or returned by a PGT customer.
DEFINITIONS
Accumulation Small amounts (under 10 pieces) of extrusions found in a
master bundle to be non-conforming.
Hot Line: A weekly report of complaints or problems that are called
in by dealers, end users or PGT employees in reference to
PGT products.
Materials: Raw materials, in process parts, sub-assemblies, or
finished products.
1.1.1. Quarantine Area: the quarantine area is a designated area where
non-conforming materials are segregated, tagged with red "Hold for
Quality" tags (FRM/QS/DMR/005), and held, without risk of it being
used in the production process or shipped to the customer. Materials
that cannot fit in the designated area are identified by using "Hold
For Quality" tag (FRM/QS/DMR/005) and yellow "QA Hold" tape.
RMA Returned Material Authorization
1. RESPONSIBILITIES AND AUTHORITY
1.1. QUALITY MANAGER-The Quality Manager is responsible for development
and implementation of this procedure and subsequent procedures as
outlined in this document.
1.2. RECEIVING MANAGER-The Receiving Management is responsible for
ensuring procedures for notification are followed and material is
held in accordance with procedures.
1.3. PLANT SUPERINTENDENT - The Plant Superintendent is responsible for
ensuring analysis, sorting, rework and scrapping measures are
performed in the proper manner. This activity might involve the
assistance of the Quality Systems and specialized departments.
2. PROCEDURE
2.1. INCOMING INSPECTIONS
2.1.1. RECEIVING
2.1.1.1. When a delivery of material is received, receiving
will check to see if it is on the Inspection Notification
Log (FRM/QS/RI/025).
2.1.1.2. If on the list, receiving must place a "Hold for QC
Check" form (FRM/QS/INS/007) on the material.
2.1.1.3. Receiving will then notify Quality Systems of the
delivery.
[Visibly Title: Issue Date: Revision
Better CONTROL OF NON-CONFORMING Original
LOGO] PRODUCT
Document No.: Page:
PRO/QS/CNCP/019 2 of 3
2.1.1. QUALITY SYSTEMS
2.1.1.1.1. QUALITY SYSTEMS must then perform an incoming
inspection and determine disposition of material.
MATERIAL will be compared to print and measured in a
manner prescribed by the QUALITY MANAGER (i.e.
go-no-go gauge, Microvu, measured drawing, etc.).
2.1.1.1.2. QUALITY SYSTEMS must complete the "Hold for QC Check"
form (FRM/QS/INS/007)
2.1.1.1.3. If the material is OK, QUALITY SYSTEMS will release
the material and inform RECEIVING.
2.1.1.1.4. If the material is NOT OK, QUALITY SYSTEMS will
comply with the DMR procedure (PRO/QS/DRM/005) or the
Vendor Incident procedure (PRO/QS/VI/000).
2.2. INTERNAL NON-CONFORMING PRODUCT
2.2.1. RAW MATERIALS
2.2.1.1. EXTRUSIONS
2.2.1.1.1. If the quantity of non-conforming
material is less than ten pieces,
MANUFACTURING should place the material
into general accumulation.
2.2.1.1.2. QUALITY SYSTEM must track the general
accumulation daily and record on the
accumulation log (FRM/QS/ACC/023).
2.2.1.1.3. QUALITY SYSTEMS should initiate
corrective action with the supplier for
re-occurring problems when applicable.
2.2.1.1.4. For larger quantities of non-conforming
material, MANUFACTURING must notify
QUALITY SYSTEMS immediately. The
Defective Material Returns (DMR)
Procedure (PRO/QS/DMR/003) or the Vendor
Incident (VI) Procedure (PR/QS/VI/023)
must be followed.
2.2.2. PARTS
2.2.2.1. MANUFACTURING must notify QUALITY SYSTEMS immediately
when non-conforming materials are found. The Defective
Material Returns (DMR) Procedure (PRO/QS/DMR/003) or
the Vendor Incident Procedure (PR/QS/VI/023) must be
followed.
2.2.3. IN-PROCESS PRODUCTS
3.1.1.1. MANUFACTURING must notify QUALITY SYSTEMS immediately
when non-conforming products are found. QUALITY
SYSTEMS will perform root cause analysis to determine
the cause of the problem and implement corrective
action when necessary. QUALITY SYSTEMS should involve
PRODUCTION ENGINEERING when necessary.
2.2.4. FINISHED PRODUCTS
2.2.4.1. QUALITY INSPECTORS must perform daily audits of
finished goods in the warehouse.
2.2.2.2. If non-conforming product is found, the QUALITY
INSPECTOR must tag the product with "Quality Rejected"
tape.
2.2.2.3. If the problem can be re-worked by the QUALITY INSPECTOR he/she
will re-work the product and record it on the warehouse
inspection report form (FRM/QS/VI/007).
[PGT LOGO] Title: Issue Date: Revision
VISIBLY BETTER CONTROL OF NON-CONFORMING Original
PRODUCT
Document No. Page:
PRO/QS/CNCP/019 3 of 3
2.2.2.4. If the problem is too great for the Quality Inspector,
he/she must record the problem on the warehouse
inspection report form (FRM/QS/WI/024) and reverse the
product from the warehouse.
2.2.2.5. The Quality Inspector or Warehouse Personnel will return
the product to the appropriate production line for
re-work.
2.3. EXTERNAL RMA's/COMPLAINTS
2.3.1. RMA's
2.3.1.1. All products being returned to PGT will be processed
according to the Returned Material Authorization (RMA)
procedure (PRO/QS/RM/015).
2.3.2. SERVICE
2.3.2.1. Products installed in the home that are non-conforming
will be handled by the Service Department.
2.3.3. COMPLAINTS
2.3.3.1. Complaints by customers/dealers are handled through the
"Hotline". Any PGT dealer/end user or employee can turn
complaint over to the "Hotline".
2.3.3.2. QUALITY SYSTEMS records and logs the complaint on the
weekly "Hotline" report.
2.3.3.3. QUALITY SYSTEMS is responsible to perform root cause
analysis on the problem and implement corrective action.
The complaint can be turned over to Production
Engineering or the designated CROSS FUNCTIONAL WORK TEAM
for resolution.
2.3.3.4. Resolution to the problem is recorded by the QUALITY
ADMINISTRATOR on the weekly "Hotline" report and marked
as "Done".
2.3.3.5. QUALITY SYSTEMS will call the customer with the
corrective action plan.
2.4. ENGINEERING CHANGES
2.4.1. PRODUCTION ENGINEERING
2.4.1.1. When PRODUCTION ENGINEERING makes a design change to a
raw material it must be conveyed to all departments
involved.
2.4.2. QUALITY SYSTEMS
2.4.2.1. Check new materials (dimension, fit, form, & function)
2.4.2.2. Disposition (approve or reject)
2.4.2.2.1. APPROVE-Materials will be released to use in
normal production.
2.4.2.2.2. REJECT-Materials will be rejected and new
materials will be ordered for a new inspection.
QUALITY SYSTEMS will notify engineering about
non-conformance. ENGINEERING will be responsible
for getting corrected materials ordered.
2.4.2.3. Identify old level material:
2.4.2.3.1. Exhaust old material then use new material, or
2.4.2.3.2. Scrap old material and then use new material.
3. RECORDS
3.1. A record of all non-conforming materials or products will be kept and
reviewed annually by management. Data will be analyzed and a plan for
controlling non-conformances will be implemented. See Prioritized Plan
for Reduction of Non-Conformances (PRO/QS/PRP/014).
FRM/QS/REWORK/022
REQUEST FOR REWORK LOG #
INITIATED BY: SOURCE DOCUMENT
--------------------------------------------------------------------------------
Dept: DMR #
------------------------ -----------------------------------
Date: Vendor Incident #
------------------------ -----------------------------------
Part # Incoming Inspection #
------------------------ -----------------------------------
Supplier Name:
--------------
Lot # Usage:
------------------------ -------------------------
Part Description:
--------------------------------------------------------------------------------
INSTRUCTIONS: (Circle One) Sample 100% Rework 100% Contain
Only then Sample then Sample
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
[ ] EC/ECO Engineering Change Completed [ ] CorrectiveAction Report Completed
--------------------------------------------------------------------------------
SAMPLING PLAN
--------------------------------------------------------------------------------
Measure/Rework Tool:
--------------------------------------------------------------------------------
Data Type: [ ] Variable [ ] Attribute
--------------------------------------------------------------------------------
Special Skills:
--------------------------------------------------------------------------------
After performing 100% rework/containment or as a sample only Quality is to
check the next
pieces received using one of the following sampling sizes (check one):
---------
A - Sampling chart (circle one) Critical Intermediate Standard
---------
B - pieces per container
--------- ----------
--------------------------------------------------------------------------------
RECEIVING INSTRUCTIONS SKETCH REQUIRED
Contact Quality [ ] Yes [ ] No
Comments:
Start Date:
-----------------
End Date:
-----------------
------------------------------------------
QUALITY SYSTEMS
Received by
---------------------------
Date
---------------------------
Quality Adm/Tech
----------------------
Date completed
----------------------
------------------------------------------
COST RECOVERY INFORMATION
Total Quantity Reworked:
------------------------------------------
Total Man Hours (Rework)
------------------------------------------
Total Quantity Sorted
------------------------------------------
Total Man Hours (Sort)
------------------------------------------
Total Quantity Returned/Scrapped
--------------------------------------------------------------------------------
EXHIBIT B
SUPPLIER PERFORMANCE EVALUATION
Supplier: Date:____________
Evaluator:
MOST OF THE SOME OF
ALWAYS TIME THE TIME NEVER
------ ----------- -------- -----
I. DELIVERIES (30 points maximum) 5 4 3 0
A. Deliveries on schedule per purchase order requirements
B. Orders are received complete
C. Advises of potential problems/backorders prior to ship date
D. Backorders are shipped complete
E. Provides quick and effective action in emergencies
F. Flexible in scheduling expedites/order changes
TOTAL DELIVERY POINTS____________
II. QUALITY (30 points maximum) 5 4 3 0
A. Quality of materials meets requirements
B. Product is reliable
C. Packaging is acceptable and easy to handle
D. Condition of material upon arrival meets requirements
E. Replaces defective material promptly
F. Accepts responsibility for latent defects
TOTAL QUALITY POINTS____________
III. SERVICE/WARRANTY (30 points maximum) 5 4 3 0
A. Complies with agreed-to warranty requirements
B. Handles consumer complaints/problems promptly
C. Processes parts requests/services orders in a timely manner
D. Reimburses on warranty chargeback in a timely manner
E. Provides adequate plant training and dealer education upon request
F. Service representative available when needed/returns calls promptly
TOTAL SERVICE/WARRANTY POINTS____________
YES NO
--- --
IV. SALES REPRESENTATION (10 points maximum) 1 0
A. Personnel
1. Knowledge of company products
2. Provides technical service when required
3. Current on new products and designs
4. Returns calls within a reasonable time period
5. Expedites deliveries and resolves problems
B. Paper Flow
1. Purchase order verification
2. Part number, quantities, etc. accurately listed
3. Packing slips correct and accompany each shipment
C. Pricing
1. Proactively involved in reducing our costs
2. Advises in advance of price increases/decreases
TOTAL SALES PRESENTATION POINTS__________
RATING: Excellent Good Fair Unacceptable TOTAL PERFORMANCE POINTS____________
▇▇▇-▇▇ ▇▇-▇▇ 89-85 84 & below (100 points maximum)
NOTE: Where a section does not apply, use the maximum points and indicate "N/A" in the margin to the right. Specific comments
are required for all total performance points of 89 or less - use the reverse side of this form for all comments.
PGT CONTACT NUMBERS
PHONE: 941/▇▇▇-▇▇▇▇
FAX: 941/▇▇▇-▇▇▇▇
WEB PAGE: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
EXTENSION E-MAIL
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▇▇ ▇▇▇▇▇▇▇▇▇ 2920 ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇ ▇▇▇▇ 2900 ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ 2914 ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇ ▇▇▇▇ 2910 ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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EXHIBIT C
[PGT INDUSTRIES LOGO]
1070 Technology Drive Toll Free 800.282.▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone ▇▇▇.▇▇▇.▇▇▇▇
P.O. Box 1529 Facsimile 800.477.3655
Nokomis, FL 34274
▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
1 of 2
CONFIDENTIAL INFORMATION AGREEMENT
As a supplier, potential supplier, advisor, consultant, contactor,
customer, or potential customer of PGT Industries, I may receive or acquire
certain material and information that is proprietary to PGT Industries. Such
material (the "Confidential Information") includes any and all information and
material proprietary to PGT Industries or not generally known or available to
the public in which PGT Industries has any interest or rights now or in the
future including without limitation that material and information obtained
through conversations with employees of PGT Industries, plant visits, written
data, meetings, social occasions, and otherwise. The Confidential Information
includes without limitation PGT Industries product designs, patents and patent
applications, machine and tool designs, manufacturing and other processes,
systems and computer programs, operating systems, software applications and
manuals; licenses and information, inventions, formulas, and technology; plant
openings, closings and expansions; employees and employee lists; items or
material identified by PGT Industries as confidential in nature. The
Confidential Information shall not include information and material (i)
publicly available through no action by me or the organization or entity with
which I am affiliated, (ii) released by PGT Industries with a written waiver of
confidentiality, (iii) lawfully obtained from third parties, or (iv) previously
known or developed by me or knowledge or development can be independently
substantiated.
I recognize that the Confidential Information must be kept strictly
confidential. I agree for myself and on behalf of any organization or entity
with which I am affiliated:
a) to take every precaution to safeguard and treat the Confidential
Information as confidential, including without limitation treating the
Confidential Information with at least the same degree of care as I and
my organization or entity treat similar materials of our own:
INITIAL AS ACKNOWLEDGMENT OF HAVING READ PAGE ONE: [Initials illegible]
---------------------
2 OF 2
b) not to copy or reproduce the Confidential information;
c) not to disclose the Confidential Information to any third party;
d) not to disclose the Confidential Information to anyone in the organization
or entity with which I am affiliated other than those with a need to know;
e) not to use the Confidential Information for any purpose other than for the
purpose for which such Confidential Information been disclosed to me;
f) not to disclose or use the Confidential Information in any manner that
would not be in furtherance of the interests of and my relationship with
PGT Industries;
g) to return all copies of such Confidential Information to PGT Industries
promptly upon its request;
h) not to recruit or employ employees of PGT Industries of whom I or my
affiliated organization or entity become aware in the course of my dealing
with PGT Industries.
I acknowledge that the injury to PGT Industries from any breach of this
agreement cannot be fully compensated by monetary damages and agree that PGT
Industries shall have the right to injunctive relief in the event of any breach
of this agreement, in addition to damages and any and all other remedies at law
or equity. I understand that PGT Industries reserves the right to terminate all
business contacts and agreements with me upon any breach of this agreement.
DATED: 10/29/03 SIGNED: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------- ----------------------------------------
ORGANIZATION: Indalex America Inc.
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WITNESS: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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