The quality guidelines für suppliers
Overview
1.1. The supplier commits himself, to supply all products commissioned by KTS Hengstberger GmbH in the applicable orders to the terms of this Quality Assurance Agreement and the supplementary agreements which form an integral part of this Quality Assurance Agreement.
(* Supplier, from hereon named SP, *KTS HENGSTBERGER GMBH, from hereon named CA = contracting authority)
2.1. During the period of validity of this Quality Assurance Agreement, the SP shall at all times notify CA of any inconsistencies or concerns regarding the implementation.
These include, in particular:
• Uniqueness of specification
• Manufacturability of the product, taking into account the manufacturing technology and process safety available at the SPs facility
• Compliance with the logistical requirements, including the delivery dates and delivery quantities, taking into account material and capacity availability
• Innovations
• Changes and/or discontinuation of manufacturing technologies and manufacturing sites
2.2 If the SP has presented concerns and/or inconsistencies in accordance with section 2.1, a written settlement is to be made, regarding the ongoing implementation of the agreement.
3. Specifications3.1 The SP commits himself, in the context of the commission, to provide his current and complete specifications.
An initial sample inspection must be carried out prior to release of the product. The initial sample is the property of the CA.
3.2. The initial sampling serves to approve the serial production, as it was agreed upon based on drawings and the given specifications between the CA and the SP.
Initial samples are products, that are already fully manufactured with standard equipment, under standard conditions.
3.3. The SP has to notify the CA of any changes in its products which lead to deviations from the agreed specification. This also applies to deviations which, despite compliance with the agreed specification, may affect the function or shelf life within the end product produced by the CA.
If the product is modified, the SP is obliged to obtain an initial sample inspection and re-approval by the CA.
In the following cases, the change must be reported by the SP and an initial sample evaluation by the CA must be obtained:
• New product
• Changes to product design
• Changes to the material
• Changes to the ingredients
• Use of new subcontractors
Regarding the following details the SP must in any case inform the CA:
• Changes to the product manufacturing process
• Relocation of the production site
3.4. The products to be supplied by the SP to the CA must be of the agreed quality and must have the required properties.
The specification is made, if necessary, based on the documentation to be provided by the SP for each product, eg:
• Data Sheets
• Drawings
• 3D data, suitable for SolidWorks
• Safety data sheets for the material
• Information regarding hazardous substances used
• Disposal measures
• Transport regulations
• Packing instructions
• Installation instructions
• Processing guidelines and standards
• Indications of possible risks.
• Operating instructions
• Maintenance instructions
• Repair instruction
Approval by the CA is a precondition for the production and delivery of the product!
3.5. After product changes by the SP, a part or product commissioned by the CA is generally regarded as a new project.
Thus, such changes also automatically require a new FMEA process. The CA shall be informed of such changes in any case.
Furthermore, the SP must promptly allow the CA to carry out the initial re-sampling. Deviations from this shall be agreed upon in writing with CA in individual cases.
4. Quality Management System4.1. The SP is already certified on the basis of a recognized QM system, such as DIN EN ISO 9001, DIN EN ISO 14001, or other systems with an equivalent or higher standard.
He uses these tools to monitor the manufacturing process in order to develop, manufacture and inspect the products ordered by CA in a proper manner.
The SP undertakes to provide proof of the nature, scope and effectiveness of his quality management system against the CA on request.
The SP ensures that the products comply with the agreed specification.
He will immediately check whether a description provided by the CA is manifestly flawed, unclear, incomplete or manifestly different.
If the SP recognizes that this is the case, he will immediately inform the CA in writing.
4.2. Expanding point 4.1, the SP grants the CA the verification of the production processes and compliance with its quality management system.
4.3. The SP also undertakes to ensure the quality of the deliveries of his own suppliers.
4.4. The SP grants the CA access to his own documentation, which contains the results of the implementation of his quality assurance measures.
The CA therefore has access to the relevant measurement values, test results and records for him and his orders.
5.1. Place and date of delivery are indicated in the order.
5.2. Transfer of risk is in effect with the moment of acceptance
5.3. The delivery dates contained in the order and confirmed by the CA are binding and trigger a delay without further reminder.
If a delivery or service is criticized as non-contractual (notification of defect), the delivery or service shall not be deemed to have been fulfilled until the contractual condition is established.
5.4. If the agreed delivery date is not complied with for a reason which the SP is responsible for, the SP is obliged to compensate CA for the damage caused by default/this delay.
The acceptance of a delayed delivery or service is not identical with a waiver of further claims from the delay.
Foreseeable delivery delays must be reported by the SP early, but lately two weeks before the start of the delivery delay.
In the event of an early announcement, the customer may still react inexpensively.
5.5. In case of delay KTS can – while taking into account any possible additional sum of indemnity – issue a contractual penalty and charge 0,5% per week, maximum 5% of the value of the back portion of the trade. In all other respects, § 340 BGB applies.
5.6. In the case of acceptance of premature deliveries, the due date shall be determined according to the agreed delivery date.
5.7. The SP does not engage in any supply or commercial transactions with the CA’s customers with the CA’s products.
5.8. The SP is furthermore obliged to consult the CA first with all inquiries by third parties concerning the products of the CA.
In the case of a breach of this requirement by the SP, the CA shall be entitled to demand compensation at least in the amount of the damage incurred
6.1. The SP is obliged to treat the products carefully and to protect them against damage.
6.2. The SP provides suitable packaging that meets current safety and environmental requirements.
The packaging must protect the products from moisture, corrosion, damage and dirt.
6.3. The SP is generally obliged to keep all packaging and product stickers neutral. In addition, he must consult the CA about the nature of any labeling before use.
7. RetraceabilityThe SP already has a system – or implements one – which allows complete tracking of the delivered products over 5 years.
The most important key data are:
• Delivery data
• Inspection documents
• Check status
• Delivery status
• Packaging type
8.1. The CA restricts the goods receipt inspection for deliveries from the SP to the determination of quantity and identity of the ordered products as well as to obvious transport and packaging damage.
Any complaints that arise during this period are reported immediately after their discovery.
8.2. Partially, the delivered products will undergo closer inspection one to two years after delivery, prior to their entry into the production line.
Any defects detected then will be notified to the SP immediately after their identification.
In this respect, the SP renounces the objection of the delayed notification of defects.
For this purpose, projects in the oil and gas industry shall serve as a guideline, as they can have a term of more than three years.
9.1. If a delivered product is faulty, the SP will be notified in writing and the production lot will be returned (in individual cases only the respective products complained about).
The SP must immediately submit its comments. The statement must include:
• Number and lot numbers of the product affected by this deviation
• Possible consequences for the further processing at the end customer
• An indication of the time by which the next fault-free delivery can be expected
The 8D report is a compulsory process, the results of which must be submitted to the CA.
9.2. The SP must provide a replacement delivery as soon as possible, without the need for increased transport costs.
9.3. The SP will, as far as it is reasonable, have the opportunity to sort out, rectify or supplement the delivery.
If the production processes require very rapid intervention, the CA can carry out the sorting or the repair itself, or have it carried out by a third party.
The results will be communicated to the SP in writing. The resulting costs are borne by the SP.
From such sorting services, the SP can not derive any relief on his part for his liability of further concealed defects.
9.4 The CA can charge the following cost flat-rates in the event of a complaint:
| Flat rate „Complaint/Checking cost per complaint“ |
95,– € |
| Checking report (CR) | 65,– € / PB |
| Retransport to SP | unfree |
| Working hours according to effort |
65,– €/h |
| Repeated PPAP (Production part acceptance procedure) and repeated Initial sampling (de.: PPF) |
95,– €/h |
10.1. Unless stated otherwise, the statutory provisions shall apply.
10.2. The SP guarantees the quality of the execution, the material used and the appropriate design of the products as well as the compliance with the specification.
The SP ensures that the parts are free from defects, are fully functional and suitable for the known application areas.
If the specification does not contain any deviating conditions hereof, the products have to correspond to the state of the art.
10.3. If a defect or damage occurs in the field during the warranty period, it is agreed, that the CA will carry out all necessary repairs himself or by a third party, and that the resulting costs will be borne by the SP – provided he is responsible for the defect.
These cost positions are: material, labor, transport, travel, removal, installation, cleaning and disposal costs, as well as possible legal costs and damage claims of third parties.
This applies to the occurrence of a defect in the field, which is discovered and displayed within 24 months from delivery of the end product by the CA to the final customer, but at least 30 months since delivery to the CA by the SP (date on the delivery note when accepted).
The limitation period for the claims of the CA is 36 months after the corresponding notification of the CA to the SP.
10.4. The above-mentioned warranty periods shall apply once again for the repair and replacement of the goods, as of the date of delivery to the customer.
10.5. The SP guarantees, that the products comply with the safety and acceptance regulations of the authorities, trade associations and other regulating entities of the countries to which the respective contract goods are delivered. If necessary, the SP has to procure the necessary information himself, in which the CA will provide support as far as possible.
10.6. In the case of serial errors due to reasons for which the SP is responsible (error rate> 5% of the components in the market, based on the components of a series affected by the defect), the CA is entitled to carry out a preventive repair of already delivered products.
The SP shall bear the material, wage and other costs arising as a result thereof.
Insofar as the defects result in a risk to life and limb for persons or items of significant value, the CA is entitled to initiate the necessary measures according to its own assessment.
10.7. Within the scope of warranty processing, reports are required by the SP.
The SP undertakes to carry out a partial analysis of the goods within 10 days after the transmission of an 8D report. A damaged part return can be requested.
For fieldware, an assessment has to be performed and its findings presented by the SP within 30 days after transmission by the CA.
If the aforementioned deadlines are not met, the CA’s warranty application is deemed to be recognized by the SP. Reports are carried out free of charge by the SP.
10.8. The SP can only dispose of the parts which were used for the assessment, after prior written approval by the CA. However, the retention period for the SP is a maximum of 3 months..
11. Warranty11.1. The SP is liable for the fact that the products, insofar as they were produced on the basis of their own design, do not infringe any patents or other industrial property rights of third parties.
The SP shall indemnify the CA against all claims and costs resulting from infringement of patents and other industrial property rights resulting from the use of the SPs products.
11.2. If the CA is held liable for product defects and if the product originating from the SP is the cause, the SP shall indemnify the CA within the internal relationship from all resulting claims.
11.3. The SP is obliged to maintain sufficient insurance cover against product liability risks. A corresponding proof shall be submitted to the CA upon request.
11.4. If an error is discovered in the products of the SP (equal or in hindsight), which could trigger a product liability claim, the parties are obliged to advise immediately about further measures.
Should recall campaigns be agreed upon for the affected products, the SP is obliged to keep the necessary number of spare parts and spare parts ready.
The costs of such a recall have to be borne by the SP, provided that he is responsible for the defect which led to the recall action.
11.5. The SP is obliged to observe his product with regard to its behavior on the market at the point of view of possible danger. He is also obliged to inform the CA promptly if there are findings which make it possible to endanger people and/or property due to daily handling of the product. (Product monitoring obligation)
12. Spare parts12.1. After serial delivery, the SP undertakes to supply the CA, if necessary, with the ordered products for the production of spare parts.
Unless otherwise specified by the CA, this delivery obligation shall be so for a period of 15 calendar years, beginning from the notification date of the CA regarding the discontinuation of serial production of a given product. For the delivery of spare parts according to the above provision, the quality requirements and agreed specifications are valid without restriction.
13.1. The parties agree to treat all information contained in this information and gained by their relationship in a confidential manner and to not pass it on to third parties.
This obligation also applies to the employees of the agreement parties, who are directly or indirectly involved in this agreement or who are aware of the information within the business flow.
13.2. The duty of confidentiality shall also continue after termination of the agreement.
13.3. All documents, data and information generated by the SP in connection with an order/project of the CA or taken over from the CA may not be used by the SP in either identical or modified form, in whole or in part, for purposes other than the purpose of this agreement.
They may not be passed on to third parties by the SP, nor used for the SPs own commercial purposes or for other contracting entities, unless the written consent of the CA is available.
14.1. Expanding point 13. are all products, which are engineered, designed, built or produced by the SP according to plans, drawings or other specifications of the CA, subject to copyright and secrecy!
Reproduction and/or external use are explicitly prohibited!
15.1. This Quality Assurance Agreement becomes binding upon signing by both parties and runs indefinitely.
The contract may be terminated with a period of 3 months at the end of the calendar year, otherwise it is automatically extended by one year.
16.1. No party shall be liable to the other for non-fulfillment or delayed performance based on grounds beyond the controllable range of the respective party.
Such reasons are, in particular, strike, lock-out, unrest, fire and natural catastrophes.
The prevented party shall promptly notify the other party of the cause and duration of the delay or failure, and shall make every reasonable effort to mitigate the effects of force majeure on the other party.
17.1. The rights and claims resulting from this Quality Assurance Agreement can not be transferred or transferred to a third party wholly or in part without the written consent of the other party.
18. Conflict minerals18.1. The CA is committed and determined to comply with the regulatory and customer-specific requirements with regard to the prohibition and restriction of substances, including hazardous substances and conflict minerals.
18.2. In order to support the responsible sourcing and procurement of minerals within the CAs supply chain, the suppliers of the CA are, with regards to certain minerals; in particular tin, tantalum, tungsten and gold (including their derivatives), originating in the Democratic Republic of the Congo or its neighboring countries, expected to operate a supply chain procedure/policy, containing appropriate assurance and disclosure procedures.
18.3. These measures allow, if necessary, the implementation
- of appropriate investigations of the country of origin of conflict minerals, which are contained in the products delivered to the CA
- They encourage the supplier to carry out careful inspections and monitoring (referring to OECD/CFSI guidelines or similar) in relation to their supply chain, to determine whether conflict minerals from the named countries derive directly or indirectly from unlawful conflicts.
- And they oblige the supplier to carry out long-term risk assessments and risk mitigation measures, which are required for the responsible implementation of origin testing and the due diligence procedure.
19.1. This Quality Assurance Agreement supersedes all prior agreements made between the parties.
In case of contradictions between the text of this agreement and its applicable documents, the text of the quality assurance agreement shall prevail.
19.2. The place of performance is the headquarter of the CA.
19.3. This agreement is governed by the laws of the Federal Republic of Germany.
19.4. As a court of jurisdiction, Rosenheim is deemed to be agreed upon for both parties.
19.5. Additions and changes to this contract and its components require the written form for their effectiveness.
Any derogation and/or modification of this requirement for written form also requires the written form.
19.6. Verbal subsidiary agreements have no legal relevance.
19.7. There are no written ancillary agreements at the time of signing this agreement.
19.8. In addition to the quality assurance agreement, the CAs General Terms and Conditions as well as the Purchasing Terms and Conditions of Sale shall remain valid.
The Supplier acknowledges this by accepting the order.