Quality assurance agreement
Preliminary remark
KONVEKTA is one of the worldwide leading manufacturers of thermo systems with production plants in Germany and abroad.
Therefore KONVEKTA agrees with its supplier to cooperate on the basis of the conditions laid down in this quality assurance agreement.
The main goal of this cooperation is, in addition to the manufacturing and delivery of the agreed products, the joint logistic improvement in supply, the continuous securing of the requested product quality as well as the common effort to continuously optimize the costs.
This quality assurance agreement is effective for all affiliated companies of KONVEKTA (attachment 1 “companies affiliated to KONVEKTA”).
With this agreement KONVEKTA and the supplier define the basic principles of business on the goals mentioned above, as follows:
1. Subject of agreement
1.1. The supplier commits himself to deliver all products ordered by KONVETKA in the respective valid call-off orders and other orders of commissioned products in accordance with the conditions of this quality assurance agreement and the complementary agreements which are part of the quality assurance agreement.
2. Principles of cooperation
2.1. The supplier has to inform KONVEKTA at any time during the validation of the quality assurance agreement about frictions or doubts regarding accomplishments.
This especially applies to the following circumstances:
• Clearness of specification
• Producibility of the products in consideration of manufacturing technology and process safety available at the supplier
• Adherence to the logistic guidelines, including the date of delivery and delivery quantity in consideration of the availability of material and capacity
• New developments
• Changes and/or abolition of manufacturing technology and place of manufacturing
2.2. In case the supplier has declared doubts rather frictions concerning point 2.1., an amicable rule, which is to be documented in written form, has to be effectuated for a further accomplishment of the agreement.
3. Specification
3.1. The supplier commits himself to provide, in line with the assignment, the current and complete specification and if necessary to update it.
Before clearing the product, a check of the first sample has to be carried out.
The first sample remains at KONVEKTA.
3.2. The purpose of the initial sample inspection is the clearance of the serial production, which was agreed upon after the design and specification between KONVEKTA and the supplier.
Initial samples are those products, which were produced with complete serial equipment and under serial terms.
3.3 The supplier has to inform Konvekta about any changes of his products which lead to deviations concerning the agreed specifications or which could have effects on the functioning or the durability of the end product manufactured by Konvekta after accurate examination by the supplier despite compliance with the agreed specifications.
The supplier has the duty to ask Konvekta for an initial sample testing and clearance.
In the following cases a change made by the supplier has to be reported and Konvekta has to be asked for an initial sample testing and the clearance:
• New product
• Repeated sampling inspection
• Changes of product design
• Changes of material / substances
• Changes of product manufacturing process
• Use of new tools
• Use of new sub-supplier
• Relocation of production site
• Production interruption of more than one year
3.4. The products delivered to Konvekta by the supplier need to be of the quality agreed upon and possess the required features (specification). The specification takes place according to the documentation, which has to be provided by the supplier, on which the order is based – e.g. data sheets, drawings, standards, manuals etc. – which have to be cleared by Konvekta.
3.5 In principle, changes of the product have to be treated like a new project. The complete quality advance planning process and a new initial sampling are compulsory. Deviances from this have to be agreed upon in written form with Konvekta beforehand.
4. Quality management system
4.1 The supplier has a quality management system, at least DIN EN ISO 9001:2000 or beyond that, for a permanent surveillance of the manufacturing process of the products delivered to Konvekta and he will develop, manufacture and check them according to the regulations of the quality management system.
The supplier pledges himself to prove the effectiveness of the quality management system to Konvekta on request.
The supplier ensures that the products are in accordance with the agreed specification and will check immediately if one of Konvekta’s specifications is obviously inaccurate, vague, incomplete or obviously deviant. If the supplier detects this, he will inform Konvekta immediately in written form.
4.2 The supplier grants Konvekta, after agreement, to carry out a supplier audit at any time and to check the manufacturing processes and the compliance with the quality management system.
4.3 The supplier undertakes that he and his subcontractors as well as possible development partners, who are necessary for the manufacturing or the quality assurance of the agreed products, will be included in the quality management system or to secure the quality of the deliveries himself.
4.4 The supplier will keep records about the execution of quality assurance measures, especially about measurements and test results. He will grant insight to Konvekta on request.
5. Delay in delivery
5.1 The respective place of delivery and the respective dates of delivery arise from the order.
5.2 The transfer of danger takes place after the delivery and acceptance of the consignment.
5.3 The dates of delivery included in the order and approved of by the supplier are mandatory and cause without further reminder activation. If a consignment or service is complained about as not being per agreement (notice of defects), the consignment or service is regarded as not being effected until the status per agreement has been reached.
5.4 If a supplier does not meet a delivery date due to justified circumstances, the supplier is bound to make up to Konvekta for the damage caused by delay. The acceptance of a delayed delivery or service does not include a renouncement of further demands resulting from the delay. Predictable delays in delivery have to be announced by the supplier in time, however, at the latest, two weeks before the start of the delay in delivery.
5.5 In case of delays in delivery Konvekta can demand, with setting off of a possibly exceeding compensation, a contract penalty of 0.5% / week, at most 5% of the value of the backward item of the delivery or service. § 340 of the German Civil Code is valid.
5.6 In case of accepting untimely deliveries, the payment date is complied with the agreed date of delivery.
5.7 For delivery items purchased by Konvekta, direct deliveries from the supplier to Konvekta regional representatives, Konvekta service partners, Konvekta end customers are interdicted without an explicit written authorisation. The supplier tries to deal sensitively with queries concerning Konvekta products and, if necessary, to confer with Konvekta concerning a delivery.
If the supplier rudely violates the protruding responsibility, Konvekta has the right to terminate the general supply agreement without notice and to cancel delivery orders which have already been placed (scheduling agreement releases and individual orders) and to demand the account of the gain resulting from the violation of the contract or to demand a substitute for the caused damage.
6. Packaging
6.1 The supplier has the duty to treat the manufactured products carefully and to protect them from damage. If no product-specific packaging is agreed upon with Konvekta, the supplier has to take care of suitable packaging which is in accordance with the security and environment directives. The various possibilities of transport as well as the avoidance of quality risks due to humidity, corrosion and contamination have to be taken into account when choosing the packaging.
6.2 If batch / charge-related inspection documents, like for example acceptance inspection documents according to DIN EN 10204 3.1, are needed, this is indicated in the order. The inspection documents have to be attached to the accompanying documents of the goods of the respective delivery. The supplier has the duty to deliver the completed products without corrosion at a cleanness level that complies with the generally accepted state of the art.
6.3 The supplier obligates himself to have neutral packagings and product labels.
6.4 The supplier will administrate the delivery item with a separate Konvekta item number and apply a Konvekta specific label with the following specifications:
Batch number / suppliers date of manufacture
Konvekta item number
Name and address of Konvekta AG
7. Retraceability
7.1 The supplier has to invent and maintain a suitable system for identification and retraceability of the products delivered to Konvekta. It has to be aimed for a permanent improvement of this system to allow a fast containment of deficient products. With this system the retraceability concerning
- delivery lot
- batch / charge
- production line
- test documents
- inspection status
has to be ensured completely.
8. Acceptance test, complaint
8.1 Konvekta limits the acceptance test for deliveries from the supplier to the ascertainment of the compliance of the amount and the identity of the ordered products as well as transport and packaging damages. Complaints occurring in the course of this are indicated directly after the discovery.
8.2 In addition to this, Konvekta will check the delivered products according to the conditions of a correct business process during manufacturing and will inform the supplier about any defect occurring during this process directly after its detection in written form. In this respect, the supplier foregoes the plea of the belated notice of defects.
9. Complaint
9.1 In case Konvekta detects that delivered products are defective, the purchase department will report this to the supplier in written form and the complete batch / charge (in individual cases only the dubious products) will be returned. The supplier has to comment on this immediately. The comment has to cover the following topics:
• Number of items, batch number of the product affected by this deviation
• Possible consequences for the further processing at Konvekta, respectively in operation at the end customer from the point of view and the experience of the supplier
• Causes for the malfunction complained about
• Taken and planned immediate measures to reduce and avoid malfunctions
• Setting a date when the next delivery free from defects can be expected
• Measures which can be taken to avoid these malfunctions in the future at any rate
• Data and facts for proving the effectiveness of the taken measures
Konvekta demands the use of the 8-D-procedure as a problem solving method.
9.2 The supplier has to replace defective products with products free from defects. Taking into account the circumstances the quickest possible kind of replacement has to be chosen. New deliveries of rejected parts have to labelled accordingly by the supplier in his delivery note (test report no.).
9.3 If reasonable, the supplier is given an opportunity to sort out, to mend or to supply later. If the production processes require an extremely fast intervention, Konvekta can carry out the sorting or the mending itself or have it carried out by a third party. The supplier has to bear the costs resulting from this.
The supplier cannot deduce any discharge for the liability of hidden defects from sorting activities.
9.4 Moreover, Konvekta reserves the right to charge the following lump sum costs in the case of complaint:
Lump sum “complaint-/testing costs per complaint” 50,--€
Test report (PB) 50,--€ / PB
Return transport to supplier Transport not prepaid
Sorting activities by Konvekta according to effort 50,-- € /h
Sorting activities by supplier at Konvekta 50,-- € / PB
Repeated (PPAP) production part approval process
(initial sampling) or PPF 210,-- €.
10. Warranty, 0-km-merchandise
10.1 If not indicated otherwise in the following, the legal regulations apply.
10.2 The supplier warrants for the quality of the completion, the used materials and the adequate construction of the products as well as the compliance with the specification. The supplier warrants that the parts are free from defects, completely functional and suitable for the known application area. Provided that the specification does not contain deviant requests, the products have to be in accordance with the state of the art.
10.3 In case a defect or fault occurs during the warranty period in the field, it is agreed that Konvekta will carry out the necessary repairs itself or have them carried out by a third party. The supplier will bear the costs arising from this which are material-, labour-, transport-, travelling-, dismounting-, mounting costs and claims for damages by a third party.
This applies to the occurrence of a defect in the field, which was detected and reported to Konvekta within 24 months ex delivery of the finished product by Konvekta to the end customer, however not later than 30 months since delivery to Konvekta by the supplier (date of the delivery note). The limitation period for the claims of Konvekta is 24 months after Konvekta’s complaint directed to the supplier.
10.4 The warranty periods mentioned above apply to amendments and spare part deliveries, again effective from the date of delivery to Konvekta.
10.5 The supplier warrants that the products are in accordance with the safety regulations and the acceptance standards of the government agencies, trade associations and organs of those states to which the respective contract goods are delivered. If necessary, the supplier has to gather the respective information himself, Konvekta will support him in doing this.
10.6 In case of widespread failure resulting from reasons the supplier has to answer for (error rate › 5% of the units on the market related to the units of a series afflicted with damage), Konvekta is entitled to carry out a preventative amendment of products which have already been delivered. Here, the supplier has to bear the arising costs of material and labour as well as all costs beyond that.
If the defects pose a threat to life or the physical condition of a person or to things of considerable value, Konvekta is entitled to initiate the necessary measures according to its own evaluation of the situation in case the supplier does not react immediately to the respective request of Konvekta.
10.7 In line with the warranty processing appraisals by the supplier are necessary. The supplier commits to carry out an analysis of defective items for 0-KM goods within 10 days after the conveyance of an 8-D-report. Sending back the defective item is not compulsory. An appraisal of units witch are currently used has to be carried out without 30 days after the conveyance by Konvekta. The same applies for appraisals of defective items on an individual basis. Should the mentioned deadlines not be met, the supplier’s warranty claim is regarded as accepted. The supplier carries out appraisals free of charge.
10.8 The supplier is only allowed to dispose of the appraisal items when having a written clearance from Konvekta beforehand.
11. Liability
11.1 The supplier guarantees that the products, provided they have been manufactured on the basis of a design of the supplier, do not harm any patents or other commercial proprietary rights of a third party. The supplier releases Konvekta from all claims and costs which result from harming patents and other commercial proprietary rights by using the products.
11.2 Is Konvekta called upon for product liability and the supplier’s product is the cause for that, the supplier releases Konvekta in the internal agreement from all claims according to this.
11.3 The supplier is obligated to set up and to maintain sufficient insurance-protection concerning product liability risks. An adequate certificate has to be presented to Konvekta on request.
11.4 Konvekta will inform the supplier immediately about claims from product liability in case claims from Konvekta against the supplier could arise from this.
11.5 In case a defect has been detected at the products of the supplier which could cause product liability claims and other already delivered products show the same defects, the parties are obligated to discuss further measures immediately. If it is agreed upon that the affected products will be recalled, the supplier is bound to have the necessary amount of spare- and exchange parts in store. The costs of such a product recall will have to bear the supplier.
11.6 The supplier has the obligation to observe his product concerning its performance on the market with regard to possible threats and to inform Konvekta accordingly if he has come to the conclusion that endangerments of persons and things due to the daily exposure of the product cannot be excluded.
(product monitoring obligation)
12. Spare parts
12.1 The supplier undertakes to continue delivering the ordered products for manufacturing spare parts for the customer of Konvekta subsequent to the serial delivery. If Konvekta does not specify anything different, this delivery commitment will be valid for a period of 15 calendar years ex the notification of Konvekta that the serial production is ceased. For the delivery of spare parts according to the regulations mentioned above, the quality requirements as well as the specifications agreed upon apply unrestrictedly. The spare parts and products have to be manufactured with and on genuine tools.
13. Nondisclosure
13.1 The parties agree to keep all information which has become known in and through this relationship confidential and do not pass it down to a third party. This obligation applies to employees of the contract parties or those who are directly involved in this agreement or obtain this information within the business stream, too.
13.2 The obligation to maintain confidentiality still persists after the termination of the agreement.
13.3 One party is not allowed to use the documents, data, and information made available by the other party neither in identical nor in modified form, wholly or partly in a commercial way for other purposes than those on which the parties have agreed upon, to pass them down to a third party and to use them for their own commercial purposes or other contracting entities, unless, the written authorisation of the other party is at hand.
14. Duration of the agreement
14.1 This quality assurance agreement becomes effective with the signature of both parties and is effective for an indefinite time. The contract can be cancelled with a respite of 3 months before the end of the calendar year, otherwise it is prolonged automatically for another year.
15. Act of God
15.1 None of the parties is liable towards the other party for a non-fulfilment or a delayed fulfilment which is caused by reasons which cannot be controlled by the respective party. Such reasons are especially strike, lockout, turbulence, burning and natural disaster. The impeded party will inform the other party immediately about the cause and duration of the delay or the non-fulfilment and will make an effort to minimize the impact of the act of God on the other party.
16. Transfer of rights and duties
16.1 The rights and demands resulting from this quality assurance agreement cannot be transferred or assigned, neither wholly nor partly, to a third party without the written permission of the respectively other party.
17. Final clause
17.1 This quality assurance agreement replaces all previous agreements which were agreed upon by the parties. In case of discrepancies between the text of this agreement and the other documents being in force with it, the text of the quality assurance agreement has priority.
17.2 Amendments or additions to this quality assurance agreement have to be in written form and have to be signed by both parties to be legally binding. This also applies to written form understandings.
17.3 Place of fulfilment is the domicile of the retrieving company Konvekta.
17.4 This agreement is subject to the law of the Federal Republic of Germany.
17.5 Both parties agree that the court of jurisdiction is Schwalmstadt.
17.6 In order to be valid, changes and amendments of this agreement and its elements have to be made in written form and have to be signed by both parties. The same shall apply to any agreement setting aside the written-form requirement.
17.7 Additional oral agreements are not legally binding.
17.8 At the time of the signature of the agreement, no additional written agreements exist.
17.9 In addition to the quality assurance agreement, the general terms and conditions as well as the purchase and sale conditions of the Konvekta AG remain valid. The supplier accepts these conditions by accepting the order.
18. Progress of development
18.1 When signing the quality assurance agreement, the supplier will receive the Konvekta quality directives. Suppliers are our partners. The “quality management system requirements” which are phrased in the quality directives should contribute to pursuing and realizing a common quality strategy creating smooth processes between the supplier and Konvekta as well as to minimize the costs for both parties.
By signing the quality assurance agreement and receiving the quality directives the supplier declares the acceptance of those common goals and his willingness to cooperate with Konvekta.
19. Documents in force with the agreement
Annex:
Annex 1: companies joint with KONVEKTA AG
...................................................... ......................................................
Place, Date Place, Date
...................................................... ......................................................
KONVEKTA Supplier
Quality assurance agreement
Annex 1: companies joint with KONVEKTA AG
a.) Konvekta Barchfeld
Am Eisberg 13
36456 Barchfeld
Germany
b.) Konvekta Turkey A. S.
Isiso Sanayi Sitesi Yani
Hosdere Mevkii
P.K. 34860 Hadimköy / Istanbul
Turkey
c.) Konvekta China
9 Chengnan Rd.
Nanjiao, Taicang
Jiangsu 215411
China
d.) Konvekta S. A. Argentina
Calle 29 y 9
Parque Industrial Pilar
B 1629 MXA - Pilar - Buenos Aires
Argentina