QUALITY ASSURANCE AGREEMENT

Transcription

1 QUALITY ASSURANCE AGREEMENT SEIDEL SLOVAKIA S.R.O. Between Seidel Slovakia s.r.o. Vyšné Fabriky 739 SK Liptovský Hrádok Telefon: / Fax: / (hereafter referred to as SSK ) and Phone: Fax: Incorporation Number. (hereafter referred to as the Supplier ) Form1031-E_Quality Agreement /Rev.01 1/

2 TABLE OF CONTENTS 1. Scope Quality Assurance Certificate and Information Obligations of the Supplier Acceptance of Goods by SSK Environment Amendments and Duration of Agreement Severability Clause Place of Fulfilment and Legal Jurisdiction. 6 Signatures. 6 Form1031-E_Quality Agreement /Rev.01 2/

3 1. Scope 1.1 The contract parties agree that a high quality and reliability of technical products can only be achieved without loss of competitiveness if the working partnership between the different production levels is improved within the context of a rationalization association, by laying down the applicable quality assurance system and test procedures so that lead times are reduced and duplicated quality checks are avoided. 1.2 This agreement applies to all products delivered by the Supplier based on the orders received from SSK and accepted during the term of this Agreement. 1.3 The delivered products must comply with the agreed text in the order and any accompanying drawings, data sheets, specifications and agreed samples. The Supplier shall in each case immediately check whether any description from SSK is obviously incorrect, unclear, incomplete or abnormal. The Supplier acknowledges that in such instances, clarification will immediately be sought with SSK. 2. Quality Assurance 2.1 The Supplier maintains a quality management system to ISO 9001 compliant to the latest issue. The Supplier is committed to a zero-defect goal and, to this effect, to continuous improvement of its processes. SSK will only accept fault free deliveries. Should a delivery delay arise as a result of faulty goods, SSK reserves the right to seek recovery of the damages as well as additional penalty charges. The Supplier and SSK fully accept that the orders of SSK must comply, within the meaning of commercial code number 513/1991, 414, as fixed business, so that the goods must be received on the due delivery date at the given point of delivery. 2.2 The Supplier agrees to include products / services that are delivered to SSK, in its quality management system and ensure the respective quality. 2.3 In the implementation of its quality assurance systems the Supplier shall maintain records, in particular, for measurement and test results, and keep such records and any sample of the products orderly stored. The Supplier shall upon request by SSK provide sight of and deliver copies of any records and samples. The period for filing shall be at least 20 years. If the Supplier sources components with upstream producers, the Supplier must ensure that such sub-contractors meet the same requirements. 2.4 The Supplier and SSK are committed to a joint effort in quality assurance. Internal quality data arising from both partners shall be mutually made available on request. Included within quality assurance are all the data and figures that arise from quality inspection and measurements at the Supplier and SSK. The aim is to improve the quality of products, reduce costs and thus strengthen the competitiveness of the products in the market. 2.5 The Supplier shall ensure that the delivered products are state of the art and conform to European / Slovakia legislation.. Form1031-E_Quality Agreement /Rev.01 3/

4 3. Proof and reporting obligations of the Supplier 3.1 The Supplier will provide SSK and its customer (to the customer only in the presence of SSK) at appropriate intervals the opportunity to audit the quality assurance procedures referred to under item 2 above. For this purpose within reasonable limits and with prior agreement to an appointment, the Supplier shall grant SSK and its customer access to its premises for the respective products supplied and make available during such a visit a suitably qualified staff member for assistance. The Supplier must also establish this procedure with its (sub) suppliers in order to carry out appropriate audits in these facilities. 3.2 If the Supplier detects an increase in the deviations of actual quality of the products from the expected quality (reduction in quality), he will immediately notify SSK of this and of the planned corrective actions. 3.3 The Supplier shall ensure through product labelling, or if this is not possible or impractical by other appropriate measures, that when a fault occurs with a product other products that might be affected can be immediately identified (traceability). 3.4 The Supplier shall inform SSK in writing quoting SSK product code, of changes within the agreed system or procedure for quality assurance, of technical changes and of changes in materials, manufacturing process, vendor parts, data sheets, relocation of production, product discontinuations or any facts that may affect the production of ordered products. In addition, this information must also be sent to the following address: changes@seidel.sk. Information must be provided with sufficient notification and detail that SSK can assess its importance and raise objections before the particular change affects the ordered products for use / delivery. In individual cases, this will require the provision of a new sample and a first sample protocol for order release. Silence on the part of SSK does not relieve the Supplier from his sole responsibility for the quality and reliability of the contracted goods. 3.5 The Supplier must indemnify SSK against any litigation and hold him free of damages in respect of patent, copyright and trademark arising from the supply and to ensure the full use of the supplied goods 4. Acceptance of Goods by SSK 4.1 Mass production Within a reasonable time after receipt of products, SSK will determine whether they correspond to the quantity and type ordered and whether there is any obvious damage or visible external defects. At the request of SSK, a measurement protocol shall be provided with each delivery, detailing the previously agreed measured values and reference for the measured item. SSK shall only perform a check of packaging for any obvious damage, and a comparison of SSK item codes noted on the accompanying documents (completeness of delivery). 4.2 Initial sample Within a reasonable time after receipt of products, SSK will determine whether they correspond to the quantity according to technical demands from technical drawing or technical datasheets and type ordered and whether there is any obvious damage or visible external defects. Supplier will provide initial sample with detailing First article inspection VDA, measured values in First sample protokol and marked detailing measured values in technical drawing. 4.3 Should SSK discover any damage or defect it will be shown to the Supplier within a reasonable period of time. Should a fault be discovered later, it will also be shown within a reasonable period of time. The Supplier acknowledges defects within 36 months of delivery. Form1031-E_Quality Agreement /Rev.01 4/

5 4.4 SSK shall be beholden to the Supplier other than for the above mentioned checks and disclosures. 4.5 The Supplier will be informed in writing within a reasonable period of time about any rejection of delivery. Dependent on the supply schedule the method and location of rectification, replacement or other necessary actions will be determined by agreement between the Supplier and the SSK within 24 hours. All costs shall be borne by the party responsible. If within 3 days from notification of a fault, a RMA (Return Material Authorization) notice, for the return shipping of the faulty shipment, has not been received from the Supplier, SSK is entitled to return the defective goods to the Supplier's address at his expense and risk. 4.6 The Supplier agrees to exclusively reply to complaints from SSK using an 8D Report giving the respective cause of the fault and corrective measures within 10 days. 5. Environment 5.1 The Supplier agrees to comply with all applicable environmental aspects for all products that fall within the scope of this agreement. 5.2 In particular the most environmentally friendly alternatives should be preferred in the choice of raw materials, in production, packing, transport and disposal at the end of the product life cycle. To meet this and relevant legal requirements, necessary consideration will be given by the Supplier and relevant findings and information submitted at the earliest date to SSK. 5.3 On request the Supplier shall inform SSK in writing of the relevant safety and environmental impact of the materials contained in the products supplied. 5.4 The Supplier is obliged to make available all the required information and certificates for registration pursuant to Regulation (EC) 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of chemical materials of the European Community ("REACH") in so far as they are available. The same is true in terms of information and / or registration certificates under Directive 67/548/EEC on the approximation of laws, regulations and administrative provisions relating to the classification, packaging and labelling of dangerous substances ("Directive 67/548/EEC"). The Supplier confirms its obligations under REACH and / or to comply with the Directive 67/548/EEC. The supplier confirms its obligations under Restriction of Hazardous Substances Directive 2002/95/EC, (RoHS 1) and 2011/65/EU (RoHS 2) The Supplier will furthermore ensure that its (sub) suppliers are also bound by this provision and in turn require the same of their respective (sub) suppliers, so that all (sub) suppliers in the supply chain, including the manufacturer, are obligated to the Supplier. 6. Amendments and Duration of Agreement Amendments and additions must be in written form. No party shall invoke an actual practice that deviates from the contract, as long as the deviation is not acknowledged in writing. The agreement begins with the date of the last signature and will be terminated with a notice period of 3 months before the year end. Should this agreement not be terminated within this notice period in written form, it shall automatically be extended by 12 months. Form1031-E_Quality Agreement /Rev.01 5/

6 7. Severability Clause If any single provision of this Agreement shall be deemed or subsequently become invalid, this shall not affect the validity of the remaining provisions of this Agreement. A current or subsequently invalid provision shall be replaced, by the mutual agreement of both parties, with a provision that approximates as near as possible the commercial intent of the invalid or unenforceable provision. 8. Place of Fulfilment and Legal Jurisdiction These conditions of purchase are subject to Slovak law, with the exclusion of the conflicts of laws principles and the exclusion of the provisions of the United Nations Convention on Contracts applicable to the International Sale of Goods (CISG). It is agreed that the Court of Žilina shall be the exclusive place of jurisdiction for all disputes arising out of or in connection with these Conditions or subsequent amendments thereto, or which relate to its conclusion, violation, termination or cancellation. 9. Signatures: Seidel Slovakia s.r.o. Supplier Position: Head of Purchasing Position: Position: Purchaser Position: Place: Liptovský Hrádok Place:... Date:... Date:... Form1031-E_Quality Agreement /Rev.01 6/