Quality Assurance Agreement between the company CGR B-E GmbH, Emil-Beerli-Straße 20, 40822 Mettmann hereinafter referred to as "Purchaser" and the company ; registered office: hereinafter referred to as "Supplier" I. Scope of Application 1. This Agreement applies to all products delivered by the Supplier on the basis of purchase orders which it receives from the Purchaser, and accepts, during the term of this Agreement. 2. The products must correspond to the condition, quality und nature agreed upon (e.g. description, specifications, data sheets, drawings, samples). The Supplier shall examine without undue delay whether a description presented by the Purchaser is obviously incorrect, is incomplete or obviously deviates from the sample. If the Supplier recognizes that this is the case, it shall inform the Purchaser in writing without undue delay. II. Quality Assurance 1. The Supplier shall maintain a documented quality management system in accordance with DIN EN ISO 9001:2000 and shall manufacture and test the products in conformity with the rules of that quality management system. This applies to all products, regardless of whether the Supplier manufactures them itself or procures them (possibly as a dealer) from third parties. Certification in accordance with the automobile standard ISO/TS 16949:2010 shall be aimed at. Consequently, the Supplier agrees to undertake further development. The Purchaser shall support the Supplier therein. An environmental management system is desired. Quality Assurance Agreement of CGR B-E GmbH dated: Sept. 2014 page 1 von 5
2. If the Supplier procures means of production or testing, software, services, material or other preliminary supplies from preliminary suppliers for the manufacture or quality assurance of the products, it shall contractually incorporate them into its quality management system or shall itself assure the quality of the preliminary supplies. 3. The Supplier shall keep records of the execution of the aforementioned quality assurance measures, particularly records of measured values and test results, and shall keep the records, as well as any and all samples of the products, in a safe place in a clearly arranged manner. The Supplier shall, to the necessary extent, allow the Purchaser to inspect the records and shall hand over copies of the records as well as any samples. The nature, scope and retention periods of the said records and samples are described in ISO/TS 16949:2002. III. The Supplier s Duties of Provide Proof and Information 1. The Supplier shall, at reasonable intervals of time, enable the Purchaser to satisfy itself that the quality assurance measures stated in section II. have been carried out. For this purpose, the Supplier shall allow the Purchaser access to its business establishments to an appropriate extent and according to prior appointment and shall, during such access, make available a technically qualified employee for support purposes. Insight into manufacturing procedures which are subject to confidentiality and into other operational secrets may be refused. 2. Prior to changing manufacturing procedures, materials or bought-in parts for the products, prior to relocating manufacturing sites, prior to changing procedures or facilities for testing the products and prior to changing other quality assurance measures, the Supplier shall notify the Purchaser in writing in such timely fashion that the Purchaser is able to examine whether the changes could have an adverse effect. 3. If the Supplier discovers an increase in deviations of the actual condition, quality and nature of the products from the required condition, quality and nature of the products (loss or quality), the Supplier shall, without undue delay, give the Purchaser notification in writing thereof and of planned remedial measures. 4. By rendering the products identifiable or, if this is impossible or inexpedient, by taking other suitable measures, the Supplier shall ensure that, if a defect in products arises, the Supplier is able to determine, without undue delay, which other products may be affected. The Supplier shall inform the Purchaser in writing of its product identification system, or of its other measures, in such a manner that the Purchaser is able to make its own determinations to the necessary extent. Quality Assurance Agreement of CGR B-E GmbH dated: Sept. 2014 page 2 von 5
IV. Incoming Inspections by the Purchaser 1. The Purchaser shall, without undue delay upon receipt of products, examine whether they correspond to the quantity ordered and the model ordered and whether there is no externally apparent transport damage or externally apparent defects. Then the Supplier has to forward an inspection certificate to the Purchaser at the latest. 2. If the Purchaser discovers damage or a defect during the aforementioned inspections, it shall give the Supplier notification thereof without undue delay. If the Purchaser discovers damage or a defect at a later date, it shall likewise give notification thereof without undue delay. 3. In relation to the Purchaser, the Supplier shall not be responsible for inspections and notifications beyond those stated above. 4. If the problems arise from the quality of the products, the response required by the Purchaser from the Supplier in the form of an 8D-Report must follow immediately at the latest however within 10 working days. The 8D-Report must be meaningful in terms of content, coherent and complete. The Supplier must ensure that short-notice access to resources for fault investigations and fault analysis is guaranteed at all times. The procedure for handling complaints has been standardized and established as follows: At the latest 1 working day following receipt of the nature of the complaint the Supplier must contact the Purchaser and initiate further procedure. 3 working days at the latest following receipt of notification of the complaint an initial response must be send to the Purchaser. The content of the initial response must be: 8D-Report up to and including the point immediate steps. 10 working days at the latest following issue of the complaint by the Purchaser a full 8D Report bust be received by the Purchaser. If it is not possible for the Supplier to deliver an 8D-Report within this timeframe, he must provide notification to that effect in a wellsubstantiated interim report. Similarly, in the said interim report he must specify a date by which the full 8D-Report will be submitted. V. Confidentiality 1. Each party hereto shall use solely for the purposes of this agreement all documents and expertise which it receives in connection with this agreement and shall keep the said documents and expertise secret in relation to third parties with the same level of care which it applies in respect of its own corresponding documents and expertise, Quality Assurance Agreement of CGR B-E GmbH dated: Sept. 2014 page 3 von 5
provided that the other party designates the documents or expertise as confidential or there is an obvious interest in maintaining the secrecy thereof. This obligation shall commence from initial receipt of the documents or expertise and shall end 36 months after discontinuation of the agreement. 2. The obligation does not apply to documents and expertise which are generally known or which the recipient party already had knowledge of upon receipt, without having been under any obligation of confidentiality, or which are communicated thereafter by a third party entitled to pass on the documents or expertise, or which are developed by the recipient party without using the other parties confidential documents or expertise. VI. Quality Assurance Officer Each party shall designate to the other party in writing a quality assurance officer who shall be required to coordinate the implementation of this agreement and make or bring about decisions relating thereto. Any change of the officer shall be notified in writing without undue delay. VII. Liability Liability shall be determined in accordance with the agreements upon which the delivery is based. The Supplier undertakes to maintain product liability insurance with coverage of EUR 5 million per personal injury / property damage lump sum. Further claims for compensation of the customer are not affected. VIII. Term of the Agreement This agreement shall initially apply for one year from its signing. It shall be renewed for one year at a time, unless it is terminated by one of the parties hereto giving 3 months notice with effect from the end of the year. IX. Applicable Law The legal relationship in connection with this agreement shall be governed by German substantive law. Quality Assurance Agreement of CGR B-E GmbH dated: Sept. 2014 page 4 von 5
X. Severability Clause If any provision of this agreement is invalid, the validity of the remaining provisions shall not be affected. The Parties commit to make an effective regulation in place as closely as possible to the invalid provision... (Purchaser) Place, date Signature.. (Supplier) Place, date Signature Quality Assurance Agreement of CGR B-E GmbH dated: Sept. 2014 page 5 von 5