DELPHI GLOBAL PURCHASING SUPPLIER GUIDELINES

DELPHI GLOBAL PURCHASING SUPPLIER GUIDELINES Page 1 NPURW 9.1-2 F.5 (8/1/00)

Table of Contents SUBJECT SECTION PAGE ADDITIONAL PROVISIONS 1.0 3 EXCELLENCE 1.1 3 QUALITY 1.2 3 PRICING / PAYMENT 1.3 4 PRODUCTION CONTROL & LOGISTICS 1.4 5 SPECIFICATION 10949001 1.5 8 ENGINEERING 1.6 9 CHANGE APPROVAL 1.7 10 PROPERTY RIGHTS 1.8 10 GENERAL INFORMATION 1.9 10 PROTOTYPE PARTS PROVISIONS 1.10 11 TOOL INVENTORY / DISPOSAL 1.11 11 ATTACHMENTS: SUPPLIER SUGGESTION PROGRAM VALUE STREAM MAP EXAMPLE GENERAL TERMS AND CONDITIONS Attachment Letter A B C GENERAL FORMS: FORM # FIRE AND SECURITY SURVEY PAYMENT AGREEMENT SUPPLIER SUGGESTION PROGRAM FORM CHANGE REQUEST / REVIEW FORM NPURW 9.1-2 F.5B NPURW 9.1-2 F.5C NPURW 9.1-2 F.5D NPURW 9.1-2 F.5E FOREIGN RECEIVING REPORT - example FRM 6889 ELECTRONIC FUNDS TRANSFER (EFT) NPURP 9.1 F.9 Page 2 NPURW 9.1-2 F.5 (8/1/00)

1.0 ADDITIONAL PROVISIONS The following additional provisions shall be applicable to all business with Delphi Automotive Systems. The terms of this document shall be construed, to the extent reasonable, to be in addition to and cumulative to the General Terms and Conditions as defined in Attachment C the General Terms. In the event of any conflict between any terms in this document and the General Terms, the General Terms shall govern. 1.1 EXCELLENCE Policy! Exceed Customer Expectations the objective of the supplier should be to exceed Delphi Automotive System s expectations as a customer. Measurements! Problem Solving supplier should bring solutions to Delphi rather than problems.! Responsiveness! Flexibility change should be viewed as opportunity.! Continuous Improvement supplier should constantly be identifying creative ways to assist Delphi. " Supplier Suggestion Program should be utilized when appropriate (see Attachment A).! Strategic Supplier Program a process for developing strategic business planning partnerships based on mutual trust, cooperation, and high expectations, enabling Delphi to compete as a world class automotive component supplier. " Strategic Supplier: A supplier who is capable of operating globally with a core competency providing products or processes that give Delphi a competitive advantage (Quality, Service, Technology, and Price). 1.2 QUALITY Requirements! Suppliers must meet all requirements listed on the Delphi Automotive Systems Global Supplier Quality Expectations sheet (see SPDP Appendix 4). Page 3 NPURW 9.1-2 F.5 (8/1/00)

! For all parts, suppliers must complete the Team Feasibility Commitment Form (see SPDP Appendix 5) and return it with the supplier s response to the Request for Quote.! For parts designated by Delphi as high risk, suppliers must prepare the data identified in the Required Quality Information Letter (see SPDP Appendix 3) and submit with the supplier s response to the Request for Quote. 1.3 PRICING / PAYMENT Pricing! Be globally competitive.! Complete the Piece Price Breakdown Form and the Tooling Cost Detail Breakdown Form and submit with the supplier s response to the Request for Quote.! No price increases throughout part s life, regardless of factors.! Continuous Improvement " Receptiveness to Lifetime / Long-term contracts requiring annual price reductions. " Enthusiastic participation in Delphi improvement activities such as workshops and common enterprise.! Responsibility acknowledge mistakes and absorb cost.! Consistency " Part price for prototype/pre-production volumes the same as at full production volumes. " Provide service parts at full production volume prices.! Currency " It is Delphi s policy that all prices and payments should be in the Delphi buyer s local currency. The Delphi buyer s local currency is defined as the currency of the country in which Delphi sells the final product to the customer. " For exceptions to this policy contact Delphi. Payment! Delphi s standard payment term is MNS-2. MNS-2 establishes the minimum payment term as the 2 nd day of the 2 nd month (on average) following receipt of goods or receipt date of services. Page 4 NPURW 9.1-2 F.5 (8/1/00)

! For North America, suppliers must complete an Enterprise Activities Group (EAG) Disbursement Services registration as outlined below. For other regions, contact the Delphi buyer.! EAG Disbursement Services registration: " Required only prior to issuing first payment, or if remit name, address or Ship From Duns number changes. " Payments cannot be issued until the following documented remittance information is provided to the EAG Disbursement Services: A copy of the supplier s company invoice or letterhead showing the company name, remittance and correspondence addresses, contract number and Ship From Duns number. A completed Electronic Funds Transfer (EFT) agreement form. (see to form NPURW 9.1 F.9) Mail To: EAG Disbursement Services Vendor Name and Address Group 16 E. Judson St. Pontiac, MI 48342-2205! The Foreign Receiving Report or FRR (see form FRM 6889) is the official document that must be used by supplier receiving locations to indicate that material has been received under a Delphi Purchase Order at their respective locations. The FRR must be completed and forwarded to Delphi to input receipts and generate payment to the supplier who shipped material to the designated locations. The FRR is very critical in a system that is invoiceless and relies upon receipts as the trigger for payment. Instructions on how to complete and return Foreign Receiving Reports can be obtained by contacting Delphi. Page 5 NPURW 9.1-2 F.5 (8/1/00)

1.4 PRODUCTION CONTROL & LOGISTICS Lean Lean manufacturing is the balanced use of people, equipment and material that gives the lowest lifecycle cost. Lean thinking looks to eliminate all waste. Delphi, through the Delphi Manufacturing System (DMS), is expanding this concept beyond our factory floors to our suppliers. In order to become a Lean Enterprise through the complete value chain the following items are required from suppliers: Value Stream Map: The supplier who is awarded the production business will be required to include an internal and external value stream map in their PPAP submission package. An example of a value stream map is included (see Attachment B). It is expected that the supplier highlight the potential areas on the map where the material pipeline can be optimized. Delphi expects suppliers attend value stream mapping training. A schedule of future classes will be available on an ongoing basis. Packaging! All packaging systems must be in compliance with the guidelines set forth in the Delphi Global Supplier Packaging Manual located on Delphi s website, delphiauto.com. Requests for any deviation must be directed to the Delphi buyer and approved by the Delphi Package Design Engineer.! If Delphi in the Request for Quote package specifies the container, quote using the exact container size, type and standard pack quantity.! If the container is not specified by Delphi in the Request for Quote package, follow the process for choosing the right container defined in the Delphi Global Supplier Packaging Manual. Only containers on the Delphi Standard Container Listing are acceptable.! As stated in the guidelines: Manually handled containers are the rule; bulk containers are to be used only as the last resort. The weight of the manually handled standard pack will not exceed any specified Delphi ergonomic guidelines with a maximum limit not to exceed forty pounds (18 kilograms). Standard pack part quantities should be one hour or less for manually handled containers and four hours or less for bulk containers. Containers will be designed without dunnage whenever possible.! The packaging system must contain and protect the product from place of origin, through transit, to point of use and must assure ease of handling at the Page 6 NPURW 9.1-2 F.5 (8/1/00)

receiving location. The product will be properly oriented in the container for presentation to the operator.! All packaging materials should be recyclable, reusable or returnable. Suppliers will be responsible for cleaning returnable containers and dunnage, removing labels and sorting for damage.! When expendable packaging is used perforated carton tops or half-slotted containers with handholds should be incorporated.! The packaging must be of sufficient strength to allow full transportation utilization (no special loading or stacking instructions).! The Supplier Packaging Information Form (a copy is located on delphiauto.com) must be submitted at the time of quote and/or to communicate a packaging change for a current part.! Packaging costs associated with meeting the packaging specifications must be provided as part of the quotation. All quotations must include a separate itemized price for 1) expendable packaging and 2) returnable packaging.! Suppliers will label part containers according to Delphi divisional standards with up-to-date dock and delivery location (DLOC).! Shipping containers must be identified with the material s appropriate "COUNTRY OF ORIGIN".! Packing slip or SPSSL (supplier pull signal summary list) must accompany all shipments. " One purchase order per packing slip (may include multiple P/N's). " One packaging slip per skid of material. " Each packaging slip (or SPSSL) shall contain the following information: Part Number/Revision Total Quantity Form Code PRO Number # of Containers Quantity per Pack Weight Supplier Number Deliver to Location Prepared Indicator Invoice Number Pull Signal Number Carrier (SCAC Code) PO Number or Release No. Scheduling / Transportation & Delivery! All shipments must be made by normal mode and on the Delphi authorized carrier, unless otherwise specified by the Delphi buyer. Shipments will be made in the approved standard pack container. Suppliers must be able to ship mixed part numbers on a pallet as defined in the Delphi Global Supplier Packaging Manual. Page 7 NPURW 9.1-2 F.5 (8/1/00)

! Delphi requires suppliers to be EDI (Electronic Data Interchange) capable. " Current EDI standards are UN/EDIFACT version D97.A. " Messages must include DELFOR, DELJIT (where applicable) and DESADV.! Delphi will provide schedules with a maximum number of weeks for fabrication authority and additional weeks of material authorization. Delphi will establish the shipping frequency for each production part. Supplier must ship to the quantities and exact dates specified on the release: no over, under, early or late shipments and no freedom of the week delivery. All Delphi schedules will be in standard pack quantities in the smallest approved standard pack container. Suppliers must have shipping capability that matches the Delphi receiving plants normal production schedule. " Advance Shipment Notifications (ASN) must be sent electronically at the time of shipment. At the time of pick up, the supplier must allow the authorized carrier s driver to check the standard pack quantities against the scheduled quantities. Overshipments will not be accepted. " If for any reason the supplier is unable to meet the schedules communicated, it is the responsibility of the supplier to notify proper Delphi personnel immediately and receive authorization for the undershipment. Suppliers will make up all undershipments via supplier paid premium transportation to meet the originally scheduled destination window. " Supplier caused premium transportation or transportation costs for material returned due to over shipment must be paid by the supplier. " Suppliers will use authorized carriers for all modes of transportation. Excess transportation costs incurred as a result of using incorrect carriers will be debited from the supplier s account. " If Delphi s and/or it s customer s production is interrupted by the failure of the supplier to deliver contracted goods within the terms of the contract, all costs that are incurred by Delphi and/or it s customers will be the sole responsibility of the supplier.! Premium freight to be paid by Delphi must have an assigned Premium Transportation Authorization (PTA) number, issued by the receiving location and appearing on the bill of lading.! For domestic shipments, material ownership and freight terms for all material received by Delphi are FOB our plant, freight collect (FOBOPFC) unless otherwise agreed to by Delphi Purchasing, Delphi Production Control & Page 8 NPURW 9.1-2 F.5 (8/1/00)

Logistics and the supplier. The applicable terms and conditions will be defined in a separate contract.! For international shipments, material ownership and freight terms for all material received by Delphi are Title Transfer Our Plant, FCA Origin 1990 INCOTERMS (FCA Origin TTOP) unless otherwise agreed to by Delphi Purchasing, Delphi Production Control & Logistics and the supplier. If required, offshore suppliers will be responsible for the transfer of parts to small lot containers prior to delivery to the Delphi receiving plant. Delphi will not carry any inventory cost associated with this process. The applicable terms and conditions will be defined in a separate contract. Capacity! The capacity information provided with the quote should reflect the available daily capacity and your operating plan (hrs. /day, days/week).! Suppliers must have capability to provide 15% above the quoted volume without additional investment from Delphi Automotive. Lead Time! The lead-time must be quoted in calendar days and should quantify the time from receipt of order to ship availability. Past Model Service! Suppliers must maintain the ability to provide parts to Delphi for 15 years after the last active model year to satisfy service requirements. Page 9 NPURW 9.1-2 F.5 (8/1/00)

1.5 DELPHI SUBSTANCES OF CONCERN AND RECYCLED SPECIFICATION 10949001! Delphi has posted a copy of the Delphi Substances of Concern and Recycled Specification 10949001 on the Delphi website, delphiauto.com. This specification supercedes C-1000 and GM1000M on all Delphi prints. This specification will become part of the standard drawing template and compliance to Delphi 10949001 is mandatory.! Suppliers must review Specification 10949001 that is on the Delphi website and comply with all requirements. 1.6 ENGINEERING General! Maintain confidentiality of development activities.! Communicate technology development activities.! Supplier engineering contacts readily available.! Supplier Business Plan must promote/support on going Research & Development.! Consider technology a product; continuously develop new technology products. Product Expectations! Electronic print file formats utilized.! For molded parts, all product definition will be communicated in 3D Solid model Unigraphics native language file format.! Continued development of C4 capability.! Provide Certificates of Origin and Manufacturers Affidavit. Material Expectations! Provide samples, testing, environmental and MSDS (Material Safety Data Sheet) information in a timely manner.! Ability to provide same material on a global basis. Equipment! Must meet quality, maintenance, safety, changeover and run-at-rate requirements. Page 10 NPURW 9.1-2 F.5 (8/1/00)

Tools! Tool payment is contingent on PPAP approval.! Maintenance, refurbishment and replacement of Delphi-owned tooling is the responsibility of the supplier.! If the supplier is tool design responsible, then reproducible tooling prints must be provided by supplier within 6 weeks after PPAP approval on all new program tools, tools undergoing an engineering change, and current tools that are revised. Supplier upon request must provide reproducible tooling prints for existing tools. 1.7 CHANGE APPROVAL! Any changes including but not limited to process, design, component, packaging, component suppliers, or facilities, must be communicated to and receive written authorization from Delphi prior to implementation. 1.8 PROPERTY RIGHTS! This section on Property Rights applies when Delphi pays a direct charge for engineering and development, even if those charges are amortized into the unit cost.! Supplier agrees that all designs, drawings, processes, compositions, software, mask works or other technical information made and furnished by supplier for each contract (including all rights to patents, trademarks, copyrights, mask works, trade secrets, and other proprietary information pertaining to the same) shall be the sole and exclusive property of Delphi (unless specifically agreed to otherwise in writing) and that supplier shall protect same against disclosures to third parties.! Supplier agrees that, as to all inventions and improvements in such designs, drawings, processes, compositions of material, specifications, software, or other technical information or all creations in such mask works made and furnished by supplier for each contract, supplier will promptly identify and disclose such inventions, improvements and creations to Delphi, upon request of Delphi, execute or obtain the execution of any papers as may be necessary to perfect ownership of the same in Delphi or as may be necessary in the acquirement, maintenance, or enforcement of any patent, trademark, copyright, trade secret, mask work right or other proprietary right pertaining to the same.! On programs deemed confidential by Delphi, supplier agrees to require supplier's employees assigned to perform work for Delphi to sign Delphi s standard "Intellectual Property Rights Agreement". Supplier further agrees to Page 11 NPURW 9.1-2 F.5 (8/1/00)

maintain such signed agreements on file for a period of five (5) years after the completion of work under the applicable contract, and, at Delphi's request at any time before the end of that five (5) year period, to deliver any or all such signed agreements to Delphi. 1.9 GENERAL INFORMATION! Duns Code - Supplier must provide authentic Dun and Bradstreet (Duns Code) identification number to Delphi for each specific "Manufacturing Plant" address as well as the primary sales office.! 24-Hour Contact - Supplier must provide 24-hour service by providing contact names and phone numbers where they can be contacted during offhours, and weekends.! Supplier s Planned Down Time - Supplier must provide annually a listing of planned Plant down time for holidays, vacations, etc. to Delphi Automotive Systems Procurement.! Inquires - All suppliers must respond to all inquires in writing on or before the Due Date stated on the inquiry. All quotes must be prepared using Delphi Automotive forms as provided. 1.10 PROTOTYPE PARTS PROVISIONS! Delivery date(s) for samples of prototype components shall be established by Delphi and noted on the purchase order. The delivery date(s) reflect the date(s) parts are to be received at Delphi s dock.! All prototype components must be clearly identified as such noting the Delphi part number (i.e.: PE0, EX, MX, or a production number) and have a current revision level. These parts are to be delivered as noted on the purchase order.! All prototype shipments must include the blue Prototype Parts label.! The Supplier shall submit inspection reports with sample delivery. Upon request of the Delphi buyer, Prototype Parts Submission (i.e.: GP-11) must be submitted.! If review of the inspection report indicates that the parts do not agree with the prints or examination of the parts discloses an unsatisfactory condition not covered by the report, it shall be the suppliers responsibility to resolve all discrepancies with the Delphi Product Design Engineer. This needs to be communicated in writing to the Delphi buyer.! If resolution of the discrepancy results in a tooling, material or processing change, the supplier will correct the situation (at the supplier's expense) and re-submit an inspection report on the revised parts. This needs to be communicated in writing to the Delphi buyer. Page 12 NPURW 9.1-2 F.5 (8/1/00)

1.11 TOOL INVENTORY/DISPOSAL! The supplier shall furnish a tool inventory of all Delphi-owned tools (active and inactive) in the supplier s possession.. The tool inventory must be submitted to the Delphi buyer annually by January 31. The inventory must contain the following information for each Delphi-owned tool: " Tool part number(s) (typed in numerical order) o Current tool revision o Description o Date parts last ordered o Total cost of tool o Quantity of parts produced from tool o Remaining tool life o Indicate previous part number if tool has been changed to produce a new part number o Delphi Design Engineer name Delphi will determine the disposition of all Delphi-owned tooling and such disposition shall be communicated to the supplier in writing by Delphi with a formal letter and with a Return Material Authorization Page 13 NPURW 9.1-2 F.5 (8/1/00)