Seohan Auto USA and NTN USA are establishing a culture of fair trade for sustainable growth with our suppliers. We are also creating a business ecosystem that grows with our suppliers by sharing culture and vision, rather than just a business relationship with them.
01. purpose
The purpose of this practice is to establish reasonable and transparent trading practices by setting forth the contents that the Company (hereinafter referred to as “the Company”) and the entity (hereinafter referred to as “the entity”) entering into business transactions with the Company must mutually comply with when entering into contracts.
02. Organize your actions
03. Contract Execution Infrastructure
3.1 Vendor Selection Methodology
A company newly registered in our supplier pool must be selected as a developer by item when developing new parts after signing a basic transaction contract to begin business with us, and there are three ways to select a company.
NO | Vendor Selection Methodology | Definition |
1 | Open Competitive Bidding | Bidding by sourcing groups from a predetermined pool of suppliers to select the lowest cost quotation submitters |
2 | Deliberative Competitive Bidding | Bidding is conducted by sourcing groups from a predetermined pool of suppliers and selected by considering major evaluation items such as price, quality, technology, and difficulty in total. |
3 | Strategic Purchasing | Selecting specific specialized companies for items deemed necessary by the purchasing policy, such as parts with new technology, patents, etc. |
04. Do’s and Don’ts when signing a contract
4.1 Intent to comply when entering into a contract
1) Pre-issuance in writing
2) Determine the unit price using a reasonable method of calculation
3) Lead time and delivery
4) Objective inspection criteria
5) Get paid
6) Terminate the contract
4.2 What not to do when entering into a contract
1) Unfair subcontractor payment practices
2) Unfair interference with management
3) Solicitation of proprietary trading behavior
Preventing a business partner from dealing with you and your designees (except when you agree to exclusive dealings with a business partner on the grounds of jointly developing technology with the business partner).
4) Unfair and Deceptive Trade Practices
05. Faithful performance of contracts in accordance with contracts and applicable laws
5.1 Contractual Performance
1) Compliance with applicable laws, including the Civil Code
5.2 Prohibitions on Contract Portability
1) Wrongful Refusal to Accept
2) Unfair return behavior
3) Unjustified chargebacks
4) Unjustified solicitation of economic benefits
5) Retaliatory behavior
6) No coercion to provide knowledge base
01. purpose
The purpose of this practice is to contribute to the establishment of a fair subcontracting transaction order by enhancing transparency and fairness in the process of subcontractor registration and operation, and to provide general information on our subcontractor registration and operation.
02. Organize your actions
03. Definition of Terms
1) Scope of “Subcontractor” in the Guidelines
2) “Registration as a supplier company” means that a company that supplies materials to the Company completes the evaluation and procedures prescribed by the Company and is determined to be eligible for transactions.
04. Disclosure of Supplier Registration Evaluation Criteria, Procedures, and Results
We’ll notify you individually when we’ve decided to enroll you as a partner.
05. Provide Equal Opportunity to Open Trades
Businesses selected and registered as suppliers shall not be restricted or discriminated against without justifiable reasons, such as the opportunity to participate in bidding to initiate transactions.
06. Procedure for new registration of partner companies
6.1 Registration
The company selected as a target supplier for new supplier development at the request of the relevant team in the company or by the parts purchasing team’s own judgment shall submit the following documents.
6.2 Initial vendor assessment
1) Evaluation Criteria
① Out of 500 points
6.3 Synthesizing evaluation results
The procurement team synthesizes the evaluation results and prepares an evaluation report.
As a general rule, our tradeability score should be at least 1 (370 points or more).
However, for Level 2 (300+), we will reevaluate your score.
6.4 Listings and approvals
If the head of the parts purchasing team determines that the company is eligible for transaction as a result of the evaluation, the supplier cooperation team shall notify the supplier cooperation team, and the supplier cooperation team shall prepare the relevant documents as follows to proceed with the new registration, and the company requesting registration shall cooperate to prepare the relevant documents.
When you register a primary business
6.5 Enrollment execution
The parts procurement team shall follow the following procedures for registration.
07. Register a change of trading partner when a change occurs
1) The Company’s business partners shall notify the Company’s business cooperation team of any changes in the registration contents such as change of name, change of representative, relocation of location, etc.
2) However, in case of change of representative, except for change of representative due to inheritance, change of representative due to simple delegation of representative authority, etc. and change of representative due to sale of shares, change of representative due to transfer to a third party, the change registration shall be requested to the relevant business cooperation team including the following items to determine whether to continue transaction with the Company.
In this case, the company evaluation will take over the score of the previous company’s periodic evaluation (initial evaluation), and the basic transaction agreement and all documents must be signed and submitted again.
08. Cancellation/Termination of the Registrar’s Agreement
1) The reason for termination/termination of the contract shall be determined by agreement between the parties and distinguish between “possible without the best” and “necessary with the best”, but if the reason for termination/termination occurs, it shall be notified in writing without delay.
2) Here’s what’s possible without the best
3) In the following cases, maximum performance is required, and in this case, the other party shall be given a period of one month or more to perform the maximum performance, and may cancel/terminate the contract if it is not performed within the period.
01. purpose
This practice aims to contribute to the establishment of a fair subcontracting transaction order and prevent violations of the Subcontracting Act by stipulating a set of business procedures for the operation of an internal review committee to deliberate on the fairness and legality of subcontracting transactions between the Company and its suppliers.
02. Organize your actions
1) Information on the composition of the Internal Review Committee
2) Information on the deliberation agenda of the Internal Review Committee
3) Information on the operation of the Internal Review Committee
03. Organization of the Internal Review Board
1) The Internal Review Committee shall be composed of the head of Purchasing, the head of Parts Purchasing, and the head of General Purchasing from the Purchasing General Office, and the head of Business Management, the head of Cost Planning, the head of Supplier Cooperation, and the head of Legal Affairs from the Business Management Office.
2) Among the members of the Internal Review Committee, the head of Purchasing and the head of General Purchasing shall be the chairman and secretary of the Internal Review Committee, respectively.
04. Agenda of the Internal Review Board
The agenda of the Internal Review Committee shall be as follows.
1) Reviewing the appropriateness of partner company registration, cancellation criteria and procedures, etc.
2) New registration of partner companies – review of the appropriateness of registration criteria and procedures
3) Cancellation of partner transactions – Review the appropriateness of cancellation criteria and procedures
4) Reconsider the matter if the supplier appeals our decision.
5) Matters related to post-verification of subcontracting legality
6) Sanctions for employees who violate relevant laws and regulations such as the Subcontracting Act
7) Other subcontracting matters deemed to require review by the Internal Review Committee
05. Operation of the Internal Review Board
1) The Internal Review Committee is regularly held on the third (fourth) Tuesday of the first month of each quarter (the date can be adjusted if necessary), and may be held from time to time at the initiative of the chairperson when issues arise.
2) The internal review committee shall be organized and conducted by the secretary.
3) The secretary shall notify each member of the deliberative committee of the time and place of the deliberative committee at least 7 days before the deliberative committee is held.
4) Each review member shall notify the secretary of each review agenda at least three days before the review committee meeting.
5) The secretary shall compile and report the deliberation agenda to the chairperson no later than 2 days before the deliberation committee meeting and notify each deliberation committee member.
6) Implement an internal review board
7) The secretary shall synthesize the deliberation results and notify each deliberation member after internal reporting.
8) Each deliberator shall take the necessary action in the relevant area for the passed or rejected case.
06. Documentation
Documents related to the deliberation results and actions of the internal review committee shall be kept for at least three years from the date of completion of the deliberation.
01. purpose
The purpose of this practice is to promote good documentation practices and establish a fair subcontracting order by setting forth specific requirements for the issuance and retention of documents in subcontracting agreements and transactions between the Company (hereinafter referred to as “the Company”) and the Company’s suppliers (hereinafter referred to as “the suppliers”).
02. Organize your actions
1) Issuance of documents in subcontracting transactions
2) Retention of issued documents
03. Subcontracting transactions in writing
1) Subcontracting agreements
When A consigns manufacturing, etc. to E, A shall issue a subcontract agreement in writing after agreeing with E to determine the main contents of the contract, such as the content, quantity, and unit price of the consigned object, etc.
If the original contract contents are changed due to design changes, etc., the Company shall prepare and issue an additional or change document unless there are special circumstances.
(1) Written documentation
When the document is issued
③ Written issuance method
④ Exceptions
→ When the basic contract is issued and the order is objectively clear that the order has been placed by facsimile transmission (FAX) or other electrical or electronic means
→ When the contract is missing some of the statutory information, but the missing information can be identified by the quantity sheet, work order, etc. provided at the time of ordering each case
→ When the basic contract is sent and the offer sheets submitted by the subcontractor to the prime contractor while manufacturing goods for export can be replaced with individual contracts.
2) Estimating subcontracts
(①) If A does not issue a subcontracting agreement stating the matters specified in Article 3, Paragraph 2 of the Subcontracting Act at the time of contracting (even if a written document is issued without stating some matters pursuant to Paragraph 3), the subcontractor may request confirmation by notifying the subcontractor in writing stating the details of the entrusted work, the subcontract price, the date of entrustment, the business name and address of A and E, and other details entrusted by the original business. In this case, Eun shall use the “Request for Confirmation of Consignment Contents” in the “Subcontracting Transaction Fairness Guidelines” as a standard form.
Within 15 days after receiving the written request for confirmation of the contents of the consignment from A, A shall reply to A in writing to confirm or deny the contents. In this case, A shall use the “Standard Form of Written Response to Request for Confirmation of Consignment Contents”, but may use a similar form.
③ If A does not send a reply within 15 days, it shall be presumed that the consignment has been consigned as notified by E, unless it is impossible to reply due to natural disasters or other circumstances.
④ The written notice of the request for confirmation of the consignment contents and the written reply to the request for confirmation of the consignment contents shall be sent to the addresses above and below, but shall be sent by certified mail or other method (excluding e-mail) that can objectively confirm the contents and receipt of the notice and reply.
3) Subcontractor payment reduction in writing
If A does not pay E the subcontract price stipulated in the consignment of manufacturing, etc. as it is, but intends to reduce it from the amount, a reduction letter shall be issued to E. If the basic contract is concluded first due to frequent deliveries and the order (including electronic order) issued by A is replaced by an individual contract for each delivery, the time when the order is notified to E is considered the time of consignment.
(1) Written contents
Reasons and criteria for reduction, quantities of objects subject to reduction, amount of reduction, method of reduction such as deduction, and other justification for reduction
(2) Time of issuance
When a company wishes to reduce the price, it shall issue a written reduction to the customer in advance before making the reduction.
③ Written Issuance Method
④ Exceptions
may issue a written statement stating the circumstances that are difficult to determine at the time of consignment only if there is a legitimate reason. However, even in this case, the reason why the matter has not been determined and the expected date by which the matter will be determined shall be specified, and when the matter is determined, a written statement stating the matter shall be issued without delay.
4) Written documentation request
A shall issue a demand letter to E if good cause exists to require E to provide technical data.
(1) Written description
The name and scope of the technical data, the purpose of the request, matters related to confidentiality*, right attribution*, the consideration for the technical data, the date of request, the date of delivery, the method of delivery, the period of use, the date of return (disposal), the method of return (disposal), and other matters that can prove that the request to provide the technical data is justified.
② Time of issuance of written document
If the Company requests the provision of technical data, in principle, the name and scope of the technical data, the purpose of the request, the date of the request, the date of delivery, the method of delivery, matters related to confidentiality, the relationship of right attribution, and the consideration for the technical data shall be determined in advance in consultation with the Company and issued in writing to the Company without delay.
③ Written Issuance Method
④ Exceptions
In the event that frequent requests for technical data are inevitable due to the nature of the industry or the reality of the transaction, the name and scope of the technical data, the purpose of the request, confidentiality, attribution of rights, consideration, etc. shall be stated in a written document signed or sealed by the Company, and additional details such as the date of request, delivery date, delivery method, etc. may be specified using an individual request form.
5) Issue a certificate of receipt for the destination, etc.
(1) Written documentation
A shall issue a certificate of receipt for the object, etc. to Eun when A delivers, delivers, or provides the object, etc. to Eun, unless there is reason to attribute the object to Eun’s responsibility.
When the document is issued
A shall issue a certificate of receipt to E immediately, even before inspection of the object, etc.
③ Written Issuance Method
Follow sections 3) through 3) through 3).
6) Issuance of inspection results such as destination
(1) After receiving the object, etc. from the subcontractor, A shall conduct the necessary inspection to confirm the completion of the object, etc. and the scope of the payment obligation and notify Eun in writing of the result.
In principle, the contractor shall issue a written inspection result within 10 days from the date of receipt of the object from the contractor.
In this case, the date of receipt of the object includes the date of notification of the ready-made part in the case of manufacturing consignment.
③ However, the Company may notify the inspection result for more than 10 days if there is a justifiable reason as follows.
④ If A does not issue the inspection result in writing to E within 10 days from the date of receipt of the object, etc. without justifiable reason, the inspection shall be deemed to have passed.
⑤ Written issuance method
Follow sections 3) through 3) through 3).
7) Issue contract amount change statement due to design change, etc.
(1) If the contract amount is increased or decreased due to changes in economic conditions such as design changes or price fluctuations after entrusting manufacturing, etc.
② A shall issue the above notification to B within 15 days from the date of receiving the increase or decrease in the contract amount from the orderer.
③ Written issuance method
Follow sections 3) through 3) through 3).
04. Retention of issued documents
1) Both Gk and Ss preserve the written form of the following symbols
① Basic contract (including addendum and amendment)
② Subcontract confirmation form
③ Reduction form
④ Request to provide technical data
⑤ Certificate of receipt of goods
⑥ Notification of inspection results
⑦ Notification of contract change details
⑧ Documents stating the results of inspection of goods and the date of completion of inspection
⑨ Documents stating the date, amount, and means of payment of subcontract payments
⑩ Advance payment, discount on note, delay interest, Documents stating the date and amount of payment of advance payment, note discount, delay interest, and customs refund
⑪ Documents stating the contents of paid items, deductions, deduction amount, and reasons
⑫ Documents stating the amount and reason for adjustment of subcontract price (design change, atomic rebasing price, etc.)
⑬ Documents stating the contents of subcontractor unit price adjustment application and consultation, adjustment amount, and reason for adjustment
⑭ Bid specification, successful bidder’s decision, quotation, site description, design description, price decision agreement
2) A document to be preserved must be preserved in its original form at the time it is issued, delivered, or otherwise used for its intended purpose. The same applies to documents created, transmitted, received, or stored in electronic form by a computer or other device with information processing capabilities.
3) A and B shall preserve the above documents for three years (④ for seven years) from the date of delivery or delivery of the object entrusted to A and B. However, if the subcontract is terminated or the transaction is suspended, the period shall be calculated from the date of termination or suspension.