Exhibit 10.22
▇▇▇▇ ▇▇▇▇-▇▇▇▇ SUPPLIER AGREEMENT
BETWEEN KEYMARK CORPORATION
AND
PGT INDUSTRIES INC.
TERM OF AGREEMENT
-----------------
January 1, 2005 to December 31, 2006
QUANTITY --------
PGT Industries agrees to purchase in 2005, * pounds from
Lakeland and * pounds from ▇▇▇▇▇ and in 2006, * pounds from Lakeland and *
pounds from ▇▇▇▇▇, of aluminum extrusion with a total volume variance of plus or
minus 10%. Keymark 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 ▇▇▇▇▇▇▇'s
ability to meet quality and design change expectations.
PGT Industries will start to move from liquid to powder paint as soon as the new
powder line is running in Lakeland, Florida.
PRICE
-----
*
* Denotes confidential portions of this agreement that have been omitted and
filed separately with the Securities and Exchange Commission
*
Refer to pricing agreement. (Exhibit A)
*
The pricing will remain in effect for the duration of this agreement for all
extrusions purchased from Keymark.
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 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,
* Denotes confidential portions of this agreement that have been omitted and
filed separately with the Securities and Exchange Commission
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, Keymark reserves the right to charge an additional * per
pound.
TRANSPORTATION
F.O.B., PGT Industries South Eastern USA, free of charge, via trucks and
trailers supplied by Keymark. ▇▇▇▇▇▇▇ agrees to keep a minimum of two trailers
at PGT Industries Nokomis, Florida at all times. The number of trailers kept on
site by Keymark at PGT in Florida or North Carolina is subject to review.
* Denotes confidential portions of this agreement that have been omitted and
filed separately with the Securities and Exchange Commission
TERMS
Payment terms are * from receipt of the invoice.
LEAD-TIMES
Standard lead-time is * calendar days 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 Keymark agree to give a minimum six (6) months notice if
either wishes to change this agreement.
QUALITY
▇▇▇▇▇▇▇ 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. General accumulation will be reported by part number
via a spreadsheet sent to Keymark each week.
All material must meet PGT design specifications and tolerances. Keymark must
supply copies of corrective action reports to PGT
* Denotes confidential portions of this agreement that have been omitted and
filed separately with the Securities and Exchange Commission
Industries. Keymark must meet or exceed minimum PGT quality procedures. ▇▇▇▇▇▇▇
will honor returns and credits for any defective material on a timely basis.
A listing of PGT expectations for quality procedures is attached. (Exhibit B)
If PGT industries has to rework dies or sort material due to unsatisfactory
material, Keymark agrees to * .
PGT Industries may perform quality audits at Keymark at PGT's discretion.
A supplier performance evaluation will be given at least twice a year. Keymark
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 business with PGT Industries
if they have an unacceptable rating of 84 and below. (Exhibit B)
CONFIDENTIONALITY AGREEMENT
PGT Industries must have a signed confidentionality agreement signed by an
authorized representative of Keymark. (Exhibit C)
* Denotes confidential portions of this agreement that have been omitted and
filed separately with the Securities and Exchange Commission
/s/ ▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- -----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Director of Materials Management Senior Purchasing Agent
PGT Industries PGT Industries
/s/ ▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- -----------------------------------
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Vice President Chief Operating Officer
Keymark Corporation Keymark Corporation
EXHIBIT A
PGT Proposal
Lakeland, FL and Fonda, NY
2005-2006
Volumes
2005: * pounds out of Lakeland for the Nokomis facility and * pounds out of
▇▇▇▇▇ for the Lexington facility.
2006: * pounds out of Lakeland for the Nokomis facility and a minimum of *
pounds out of ▇▇▇▇▇ for the Lexington facility. We anticipate growing the volume
in Lexington out of ▇▇▇▇▇ as that operation grows.
It is our long term desire to grow with PGT as outlined on the attached
schedule.
Price
An increase of * per pound effective with orders placed 1/1/05. This is for the
increase in the billet premiums that have taken effect in the last half of 2004.
This charge will be reviewed every * months and adjusted appropriately for any
changes in the billet market.
An increase of * effective with orders placed 1/1/05. This is a general increase
and the need for such is explained on the attached schedule.
The option of negotiating for an additional * increase for the year 2006. This
will only be necessary if unforeseen circumstances were to arise during 2005.
Price Revision 1/14/05
Lakeland: Drop the increase of * effective with orders placed 1/1/05. Reserve
the right to justify and negotiate this * at the end of the first * months of
the contract.
▇▇▇▇▇: Make the base price * . Drop the hollow charge from * on all hollows. At
this time no energy surcharges would be in effect.
All other items in the proposal above would remain the same.
This would make the basic pricing as follows:
Lakeland: * on hollows per current schedule.
▇▇▇▇▇: *
This structure would drop the overall price to PGT by approximately * from the
original proposal above. It also addresses the concern over the ▇▇▇▇▇/Lakeland *
and the hollow charge out of ▇▇▇▇▇.
I have attached a spreadsheet that illustrates the changes in pricing.
* Denotes confidential portions of this agreement that have been omitted and
filed separately with the Securities and Exchange Commission
Florida Operations
------------------- ------------------------ --------------------- --------------------- -------------- ---------------
Year Estimated PGT Total Keymark Keymark Percentage * *
Purchase
------------------- ------------------------ --------------------- --------------------- -------------- ---------------
2004 * 7,300,000 * * *
2005 * 7,300,000 * * *
2006 * 10,000,000 * * *
2007 * 13,000,000 * * *
2008 * 14,500,000 * * *
2009 * 16,000,000 * * *
------------------- ------------------------ --------------------- --------------------- -------------- ---------------
The 2006 volume may be 3,650,000 for the first half of the year and 6,350,000
for the second half of the year depending on the timing of our planned
expansion.
North Carolina Operations
---------------------------- -------------------------- ------------------------
2005 2,500,000
---------------------------- -------------------------- ------------------------
We anticipate growing the volume in North Carolina out of our ▇▇▇▇▇ facility as
the North Carolina operation grows.
* Denotes confidential portions of this agreement that have been omitted and
filed separately with the Securities and Exchange Commission
------------------------------------- ------------------- ------------------- ------------------- -------------------
Anticipated Anticipated
Percent Increase Per Pound Increase Percent Per Pound
2002-2004 2002-2004 Increase Increase
2005 2005
------------------------------------- ------------------- ------------------- ------------------- -------------------
Payroll/Health Insurance 8%/3.3% * 2.8% *
Gas 56.0% * 0.0% *
Electric 8.0% * 0.0% *
Dies 0.0% * 10.0% *
Paint 2.5% * 6.0% *
Packing Supplies 5.0% * 5.0% *
Delivery 7.0% * 18.0% *
Total Per Pound * *
---------------------------------------------------------------------------------------------------------------------
This shows the percent and per pound increase on the major cost categories over
the time period of 2003-2005 projected into 2005.
For the period of 2002-2004 where we had a percent increase and no cents per
pound increase we were able to keep the per pound the same because of
productivity increase or cost savings measures.
For the category of Payroll/Health Insurance the actual increase was 8% but
through productivity we were able to hold the actual percentage increase
to 3.3%.
As you can see our cents per pound costs went up * over the two year time period
of 2003-2004.
We are anticipating an increase of * per pound for just 2005.
The major factors behind this increase are cost of tooling steel is rising
quickly due to a shortage of steel, paint and pretreatment chemicals are going
up 6%, delivery is rising another 18% due to gas prices and insurance costs.
* Denotes confidential portions of this agreement that have been omitted and
filed separately with the Securities and Exchange Commission
--------------------------------------------------------------------------------
---------------- --------------- -----------------------------------------------
Lakeland ▇▇▇▇▇
for Nokomis for Lexington
---------------- --------------- -----------------------------------------------
* * 2004 Base Mill Finish Pricing
* 2004 Energy Surcharge
* * 2004 BASE MILL FINISH PRICING
* * 2005 First Proposal Billet Charge
* * 2005 First Proposal Conversion Increase
* * 2005 FIRST PROPOSAL MILL FINISH BASE PRICING
The initial 2005 proposal represented an
increase of * in conversion increase on all
PGT's pounds supplied by Keymark
* * 2005 Second Proposal Billet Charge
* * 2005 Second Proposal Conversion Increase
* * 2005 SECOND PROPOSAL MILL FINISH BASE PRICING
This second proposal represents a * increase on
pounds supplied Lexington out of ▇▇▇▇▇. This is
approx. 25% of PGT's purchase from Keymark so
it would represent a * in conversion versus the
* on the initial proposal.
* * 2004 HOLLOW CHARGES
* * 2005 SECOND PROPOSAL HOLLOW CHARGES
The Lakeland hollow charges are * depending on
the dies. By dropping the ▇▇▇▇▇ hollow charge *
it would take off of the conversion * on ▇▇▇▇▇
share of the business which are hollows.
▇▇▇▇▇'▇ projected share of the business is 25%
with approximately half of that hollows so the
drop in conversion would be * .25 times * per
pound on the total purchases from Keymark.
--------------------------------------------------------------------------------
The net result is an increase on the conversion of * on all of PGT's purchases
from Keymark.
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* Denotes confidential portions of this agreement that have been omitted and
filed separately with the Securities and Exchange Commission
Exhibit B
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
Corrective
Action
Report to
PGT Quality
Office
Ship reworked or modified product to PGT (100% certified inspection -- see PGT
PRO/QS/CONT/012, section 5.2.1)
Failed inspection Scrapped by PGT and
credit to PGT
PGT
performs
incoming
inspection
Released to Production
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:
--------------------------------------------------------------------------------
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 of $30.00
per hour.
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 at *.
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 Document No.: Page:
REPORT FRM/QS/CAR/018 1 of 1
________________________________________________________________________________
ORIGINATOR: SIGNATURE/DATE:
________________________________________________________________________________
MANAGEMENT APPROVAL: SIGNATURE/DATE:
________________________________________________________________________________
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:
--------------------------------------------------------------------------------
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 thirty dollars ($30.00) per man-hour.
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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)
2. Quality Hold Tape
9. DISTRIBUTION
[Visibly Title: Issue Date: Revision
Better DEFECTIVE MATERIAL RETURN'S 17 Jan 01 C
LOGO] (DMR's)
Document No.: Page:
PRO/QS/DMR/003 6 of 7
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ENCLOSURE 1:
------------------------------------------------------------------------------------------------------
DEFECTIVE MATERIAL RETURNS (DMR) FORM FRM/QS/DMR/006C
Supplier DMR #
------------ -------------------
Part # Part Description P.O. #
------------ ----------- -------------------
Quantity Inspected Quantity Rejected Lot/Bundle#
------------ ----------- -------------------
------------------------------------------------------------------------------------------------------
****DETAILED DESCRIPTION OF NON-CONFORMANCE*** TOTAL QUANTITY PRICE EXT. PRICE
-------------- ----- ----------
--------------------------------------
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
----------
------------------------------------------------------------------------------------------------------
------------------------ ------------ ------------------------ -------------
Quality Signature Date Common Carrier Date Sent
------------------------ ------------ ------------------------ -------------
Inventory Control Date Material Handling Date Sent
------------------------ ------------ ------------------------ -------------
Purchasing Date Accounting Date
------------------------------------------------------------------------------------------------------
[Visibly Title: Issue Date: Revision:
Better DEFECTIVE MATERIAL RETURN'S 17 Jan 01 C
LOGO] (DMR's)
Document No.: Page:
PRO/QS/DMR/003 7 of 7
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ENCLOSURE 2:
*
ENCLOSURE 3:
*
[Visibly Title: Issue Date: Revision
Better VENDOR INCIDENT
LOGO]
Document No.: Page:
PRO/QS/VI/023 1 of 1
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ORIGINATOR: SIGNATURE/DATE:
--------------------------------------------------------------------------------
MANAGEMENT APPROVAL: SIGNATURE/DATE:
--------------------------------------------------------------------------------
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.
PGT Industries [ ] Vendor Incident #
----------------------------------
1070 Technology Drive [ ] 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:
-----------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
*
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?
---------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
*
Quality: Sort Time Comments:
------------ ----------------------------
Number of persons
------------ ----------------------------
Total Sort Time
------------ ----------------------------
[Visibly Title: Issue Date: Revision
Better CONTROL OF NON-CONFORMING Original
LOGO] PRODUCT
Document No.: Page:
PRO/QS/CNCP/019 1 of 3
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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
preformed 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
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LOGO] PRODUCT
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PRO/QS/CNCP/019 2 of 3
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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 if 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).
[Visibly Title: Issue Date: Revision
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Document No.: Page:
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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/RMA/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-conformance 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
------ ----------- -------- -----
5 4 3 0
I. DELIVERIES (30 points maximum)
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
----- -----
1 0
IV. SALES REPRESENTATION (10 POINTS MAXIMUM)
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
100-95 94-90 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.
EXHIBIT C
PGT(R)
INDUSTRIES
---------------------
Custom Windows, Doors
and Patio Rooms
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: /S/ 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 matter 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.
DATE: 1-16-03 SIGNED: /s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------- -----------------------------------
ORGANIZATION: Keymark Corp of FL
------------------------------
WITNESS: /s/ ▇▇▇ ▇▇▇▇▇▇
-----------------------------------