Quality assurance agreement of

for suppliers

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Quality assurance agreement 1. Table of contents 1.

Goal and purpose ........................................................................................................................... 4

2.

Scope of validity ............................................................................................................................. 4

3.

Accompanying documentation ....................................................................................................... 4

4.

Integrated management system ..................................................................................................... 5

4.1. General ........................................................................................................................................... 5 4.2. Quality targets ................................................................................................................................ 5 4.3. Environmental safety, work safety, dangerous materials ............................................................... 5 4.4. Shelf-Life of Products Suitable Only for Limited Storage ............................................................... 6 5.

Supplier management .................................................................................................................... 6

5.1. Supplier auditing ............................................................................................................................. 6 5.2. Supplier evaluation, classification, selection .................................................................................. 6 5.3. Sub-contracted supplier management ............................................................................................ 7 6.

Emergency management ............................................................................................................... 7

7.

Documents, documentation, data protection .................................................................................. 7

7.1. Documents (Ordering and technical documents) ........................................................................... 7 7.2. Documentation ............................................................................................................................... 7 7.3. Data Protection ............................................................................................................................... 8 8.

Quality and test planning ................................................................................................................ 8

8.1. General ........................................................................................................................................... 8 8.2. Quality planning, quality meetings .................................................................................................. 8 8.3. Determination of status of project progress .................................................................................... 9 8.4. Analysis of fault possibility and consequences (FMEA) ................................................................. 9 8.5. Test planning .................................................................................................................................. 9 8.6. Test medium ................................................................................................................................. 10 9.

Production process and product release procedures (PPF - procedures) ................................... 10

9.1. General ......................................................................................................................................... 10 9.2. Manufacture of prototypes ............................................................................................................ 11 9.3. Process approval .......................................................................................................................... 11 9.4. Initial sampling .............................................................................................................................. 12 9.5. Requalification Tests .................................................................................................................... 13 9.6. Critical samples ............................................................................................................................ 13 10.

Customer property ........................................................................................................................ 14

11.

Additional orders ........................................................................................................................... 14

12.

Production process ....................................................................................................................... 14

12.1. Quality assurance measures ........................................................................................................ 14 12.2. Incoming goods checks at Eissmann ........................................................................................... 14 Doc 352 Rev 2010-04-07

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Quality assurance agreement 12.3. Factory test certificate .................................................................................................................. 15 12.4. Product specific quality assurance agreement ............................................................................. 15 12.5. Change management ................................................................................................................... 15 12.6. Continual improvement process ................................................................................................... 15 13.

Maintenance, service .................................................................................................................... 15

14.

Management of faulty products .................................................................................................... 16

14.1. Reclamations ................................................................................................................................ 16 14.2. Collective waste disposal procedures .......................................................................................... 16 14.3. Escalation procedures .................................................................................................................. 16 14.4. Guarantee, product liability, insurance ......................................................................................... 17 14.5. Warranty ....................................................................................................................................... 18 15.

Dispatch and labelling .................................................................................................................. 19

15.1 Identification of series production products .................................................................................. 19 15.2 Packaging and dispatch ............................................................................................................... 20 15.3 Test certificates and incoming goods at Eissmann Ltd ................................................................ 20 15.4 Traceability .................................................................................................................................... 20 15.5 Non-Compliance with Deadlines and Quantities ........................................................................... 21 16.

Liability .......................................................................................................................................... 21

17.

Term ............................................................................................................................................. 21

18.

Confidentiality ............................................................................................................................... 21

19.

Salvatory clause ........................................................................................................................... 21

20.

List of revisions of this QSR ......................................................................................................... 23

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Quality assurance agreement

1. Goal and purpose The parts, components and modules used in products of the Eissmann Automotive Group (hereafter referred to as „Eissmann“) are mostly purchased parts. For this reason their quality plays a deciding role in the optical and functional quality of the Eissmann products and ultimately in the satisfaction of our mutual customers or end users/OEMs. Our goal, achieved by close cooperation between Eissmann and its suppliers, is early in the development phase to recognise and avoid design and process specific causes of possible faults in order to improve efficiency. Moreover, effective planning of quality must be realised and, in the series production process, a zero defect strategy should be adopted. This quality assurance agreement represents, in terms of quality assurance and quality management, the basis for cooperation between supplier and Eissmann and is an important milestone for goal attainment.

2. Scope of validity This quality assurance agreement is a component part of the purchasing conditions and the skeleton contract between all Eissmann sites and their suppliers worldwide. The supplier commits his sub-suppliers correspondingly to fulfil also the obligations, which he accepts based on this quality assurance agreement. This quality agreement applies to all products, production materials and services that Eissmann procures from the supplier. Any additions or changes to this quality agreement must be in written form. This also applies to revision of this written requirement. If a customer-nominated supplier or a direct-supplier to a common customer refuses the “Eissmann QSR”, Eissmann will bring up the customer-directed quality guidelines as a common base. In case of demand, this will be negotiated in compliance with the customer in terms of customer satisfaction.

3. Accompanying documentation The requirements of the following listed norms and guidelines are to be observed according to their current release status, even if they are not explained in detail: -

ISO TS 16949 Requirements for quality management systems.

-

VDA-written series „Quality management in the automobile industry“.

-

DIN EN ISO 9000 ff „Quality management and quality assurance norms“.

-

DIN ISO 19011 „Guide for the audit of quality assurance systems“

-

DIN ISO 10012 Part 1 „Management of test mediums“.

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Quality assurance agreement -

VDI Directives 2890 „Planned maintenance“

-

VDI / VDE / DGQ-Directive 2619 „Test planning“

-

QS 9000: PPAP, APQP, MSA, FMEA, SPC

-

Eissmann-specific documents, e.g. form similar to VDA 6.3 (Process audit)

4. Integrated management system 4.1.

General Eissmann expects a certified quality management system to ISO TS 16949 or VDA 6.1 as a base for the capacity of the supplier to manufacture and deliver products of the required quality, adhering to the agreed on delivery schedules and in the ordered amount. A quality management system corresponding to DIN EN ISO 9001 can only be accepted as a minimum requirement and as a step in the process of further development of the system. In each case Eissmann and their suppliers must comply with the project specific requirements of the mutual customers

4.2.

Quality targets The quality goal of zero defects is attained by consequent quality planning and monitoring of series production with the emphasis on avoidance of faults and constant improvement. In this sense the perceivable quality margin (AQL) is 0. Deviations from this require written agreement in a product specific quality assuranceagreement (PQSV).

Agreement on a target corridor (e.g. ppm-goal) does not mean that

supplier guarantee or liability is limited.

4.3.

Environmental safety, work safety, dangerous materials The processes necessary for manufacturing products, as well as the materials used, must correspond to state of the art economic knowledge and technology including the applicable ordinances.

Adherence to national laws and environmental regulations is assumed, as is

fulfilment of the specifications contained in technical documents. Eissmann expects that the supplier will continually and efficiently improve the environmental situation in accordance with international environmental management standards such as DIN EN ISO 14001 or EMAS (Eco-audit ordinance).

Eissmann reserves the right to audit the

environmental management system of the supplier or to have it audited by a third party. An EU-safety data sheet according to 1907/2006/EG must accompany the first delivery of all dangerous materials to Eissmann or when there are product changes. Furthermore, the delivered raw materials and component parts must conform to the requirements of the EU- old car regulation 2000/53/EG. . In particular, the supplier must ensure, according to EU-car regulation 2000/53/EG Article 4 Section 2, that no heavy metals are used that do not fall under materials and components according to EU-car regulation 2000/53/EG Annexe II in its respective applicable version.

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Quality assurance agreement 4.4.

Shelf-Life of Products Suitable Only for Limited Storage Products which are only suitable for limited storage (e.g. adhesives, chemicals etc.) must have a minimum process ability period of three months from the time of delivery to Eissmann. Goods with a shorter process ability period are discarded unless a written agreement has been explicitly concluded between the material planning department of Eissmann and the supplier.

5. Supplier management 5.1.

Supplier auditing The supplier should enable Eissmann, at measured time periods or in the case of special circumstances, to be convinced that the quality assurance measures contained in this quality assurance agreement are being carried out by means of a system audit or process audit. The supplier should guarantee Eissmann entry to its operational sites for this purpose after prior agreement on a deadline and should make available a technically qualified employee as a support resource. Observance of confidential manufacturing procedures and other operational secrets could be refused. Audits could be carried out according to: •

VDA Volume 6 Part 1



VDA Volume 6 Part 3



ISO / TS 16949



An Eissmann specified procedure

Special circumstance for a supplier audit are: •

Selection of supplier



Placing of orders



Production launch (2-days production)



Process relevant changes to the equipment, site of manufacture (also organisation) or the quality management system.



If the quality level of the delivered product does not meet the agreed on targets or if there is no sign of the zero defect goal being reached on a continuous basis

5.2.

Supplier evaluation, classification, selection Eissmann continually evaluates the quality of its supplied products. All incoming consignments are evaluated according to VDA-volumes „Quality assurance of suppliers“, volume 2. The analysis of the data is done on a quarterly basis. Other factors that influence the evaluation are „adherence to delivery schedules“, „correct amounts“, QA system certificate and environmental certificate. Written notification to the supplier is done at least once per year. Doc 352 Rev 2010-04-07

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Quality assurance agreement The supplier evaluation system serves to monitor and correct the quality performance of the supplier. The quality performance is a decisive criteria for the awarding of new contracts.

5.3.

Sub-contracted supplier management The supplier must take care that sub-contractors faithfully adhere to the details of the required quality targets. In particular, this means executing quality measures and ensuring they are incorporated into the chain of work.

The supplier attains this by controlling sub-contractor

quality and checking their test planning.

6. Emergency management The supplier is obliged to compile an emergency plan to cope with any contingencies which may affect delivery capacity. This is to be produced at the request of Eissmann. The following count as emergencies: e.g. fire, flood, ITS-failure, power cuts, tooling and machinery defects, lack of personnel. The supplier should insure himself against damages resulting from such contingencies. Eissmann should be allowed to look at the insurance policy on request.

7. Documents, documentation, data protection 7.1.

Documents (Ordering and technical documents) The supplier receives the current version of the relevant documents in good time and is notified of any changes. All documents necessary for development or manufacture (in particular drawings, CAD-data, list of specifications including safety relevant target specs, performance indicator, specifications, samples) are to be checked by the supplier after receipt to ensure they are complete and that there are no points of contention.

The supplier is responsible for procuring any missing

standards, test specifications, technical delivery conditions and their current revision status. Should the supplier pick up that something is missing or that there is room for improvement, this should be conveyed immediately to Eissmann in writing. With regard to technical documentation, the supplier checks the manufacturability of the product. This procedure, for the relevant current revision status, is deemed to be finalised when the contract is confirmed with Eissmann. If there is no written objection, the manufacturability analysis of the supplier is deemed to be positive, and the supplier accepts full responsibility for quality within the agreed on scope. Deviations from the requirements are only permitted with previous written approval from Eissmann. The validity of the revision status of standards, test specifications and delivery conditions are to be checked by the supplier at least annually.

7.2.

Documentation All documents and quality drawings in connection with the product and production process are to be kept and archived for at least 10 years after the product has been introduced according to VDA Volume 1 as well as legal requirements. Corresponding to this, for specification and Doc 352 Rev 2010-04-07

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Quality assurance agreement certification documentation with „D“ or „A“ parts, there are special obligations for storing. (DmbA). For the D or A marks indicated in the technical documentation the supplier must •

Clearly record the test results on the product and process in a manner that can be traced and which refers to the personnel involved



Give proof of the test machine calibration and capacity



Produce specific personnel instructions



Archive all specification and certification documents for at least 15 years after EOP (end of production)

Eissmann reserves the right to carry out a D/TLD audit at the suppliers. In principle the supplier should grant Eissmann access on request to documents and quality drawings in relation to the product and process or in justified cases produce a copy as proof of compliance. The supplier must document all revisions carried out on the product and process (parts history). This documentation contains the date of first operation for reasons of traceability and also reference to initial delivery to Eissmann.

7.3.

Data Protection The supplier should have a system that ensures that the technical documents, information and other data from Eissmann is not passed on to a third party

8. Quality and test planning 8.1.

General Within the scope of corresponding project management (e.g. to VDA 4.3 or APQP) the supplier compiles a project schedule for each project and nominates someone to be responsible for the project.

This person must coordinate all the planned activities. The schedule contains, in

addition to all the relevant technical activities, also the quality assurance procedures such as evaluation, verification and validation at each phase of the project. The deadlines are binding after agreement with Eissmann.

Any risk to deadlines or delays must be identified by the

supplier at an early stage. Changes to deadlines require the written approval of Eissmann.

8.2.

Quality planning, quality meetings In order to attain the required product and process quality targets, the supplier should plan all necessary activities in a systematic manner and integrate them into the project schedule. According to the type of product and scope of the project, meetings between Eissmann and the supplier could be deemed necessary within the scope of advance quality planning. In these meetings product specific quality assurance agreements (PQSV) may be made if there is a need. The PQSV establishes inter alia the ppm target, the type of visual testing and the scope of the test certification.

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Quality assurance agreement The supplier compiles a schedule before the order is placed. This is binding after agreement with Eissmann and is a component part of the contract. The schedule is planned in accordance with milestones according to VDA 4.3.

8.3.

Determination of status of project progress It may be required according to the project that an Eissmann representative makes enquiries with the supplier as to the progress of the project. Documents or checklists of Eissmann and/or the customer (e.g. APQP-checklists) may be used for this purpose. For this reason the supplier must also inquire as to the status from his sub-contractors in certain cases.

8.4.

Analysis of fault possibility and consequences (FMEA) The supplier compiles a risk analysis of his capacity, product development and/or production process with the help of the FMEA-method (see DVA Volume 4, Part 2), in order to avoid potential faults at an early stage. Eissmann is to be allowed access to the compiled system, design and process– FMEA’s. A standard -FMEA for the general process steps of the supplier usually does not include all the project specific customer requirements and is therefore not sufficient. In particular, in the case of highly complex products and processes, or in case of new operations, technology or test procedures, the respective FMEA is to be compiled to correspond with the special customer requirements and proof of execution of the measures determined should be added. Improvement measures are to be determined, as far as can be measured, not only in case of a high overall risk (e.g. risk priority index RPZ > 100), but also in case of increased probability of occurrence and reduced probability of discovery. Criteria prescribed by Eissmann, or which are important or critical, are to be noted in the FMEA. Important criteria specified by the customer himself must be in line with the risk evaluation. The FMEA must be revised when revisions are made to products or processes or when quality problems and reclamations occur.

8.5.

Test planning An important part of quality planning is the compilation of a test plan (also called test run plan, control plan or production control plan) by the supplier at individual project phases (prototype, pre-series production, series production). This should contain, in accordance with the complete project flow, all necessary product and process criteria and the resulting specified quality tests from product reception, through production up to goods dispatch, including laboratory tests. As a basis for the compilation of the test plan, the results of the FMEA’s as well as the technical specification should be used. Likewise all important or critical criteria should be specially identified in the test plan. The test plan contains the test criteria for the individual process steps, the test specification, the test medium used, the test scope, the test frequency, the person responsible and a reaction plan in case of negative results.

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Quality assurance agreement If necessary, clear agreement should be made between the supplier and Eissmann with regard to the test methods and test runs, in order to ensure comparability of the test results. At least annually the supplier should carry out tests on his delivered products for the purpose of requalification, which are within the scope of the first sample tests. Proof of this is to be given to Eissmann on request.

8.6.

Test medium The supplier must provide sufficient proof of the suitability of the test medium selected by him for the respective test processes. All test and measurement mediums to be used must be released by the supplier under zero series. In addition, the measurement accuracy should be known and a successful measurement system analysis have been carried out (see VDA Volume 5 or QS 9000 MSA). The supplier must maintain a suitable administration and monitoring system for all released test and measuring equipment. This includes regular calibration. Testing is to be carried out in accordance with state of the art knowledge and technology (e.g.. VDI, VDE, DGQ 2618, DIN / ISO 10012 part 1 i.a..). If the supplier is provided with test or measuring equipment by Eissmann, these must also form part of the test equipment monitoring of the supplier. Changes to this test and measuring equipment may only be done with the approval of Eissmann. In case of product revisions, which would influence the test equipment, the test equipment revision must be okayed first with Eissmann. Faults or damages must be conveyed immediately to Quality Assurance Purchased Parts at Eissmann.

9. Production process and product release procedures (PPF procedures) 9.1.

General Initial samples are parts that have been manufactured wholly with series production operational equipment and under series production conditions. The deadline for first sampling is conveyed to the supplier within the scope of the order. Any deviations from this specified deadline that are envisaged by the supplier, must be conveyed immediately to Eissmann, otherwise Eissmann reserves the right to charge the customer for all costs resulting therefrom. Initial sample testing serves as release of series production if all dimensional, material and functional criteria that have been agreed on between Eissmann and the supplier, according to the drawing and specifications, have been met. Should it arise from the test results of the manufacturer, which the parts do not correspond to the drawing and the specifications, the manufacturing process must be corrected after consultation with Eissmann and a new initial sample presented. Exception: Eissmann agrees to a drawing correction/specification revision, which then leads to a change in the order documentation.

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Quality assurance agreement All agreements that influence the measuring and test results require written confirmation and must be added to the test report. Parallel to the first sampling procedure the material data is to be documented by the supplier before first sampling in the electronic material data system of the IMDS-data bank of the VDA.. Information in this regard is to be found on the Internet under http://www.mdsystem.com. In principle all specified properties from the drawing (especially in case of parts sampling) and specification are to be given in the measurement report and in the material test report. In the case of complicated parts the setting up and coordination basis is to be given in the measurement report. The setting up, the tension sequence, the coordination and the aids used must be sufficiently documented and should be agreed on with Eissmann before the first sampling. The supplier is obliged to compile a parts history so that all supplier and Eissmann revisions are able to be tracked by date of occurrence. This parts history is to be given unrequested to the Goods receiving test site of the receiving factory at each replenishment. Tooling costs are only allocated for payment after successful sampling Grade 1 (passed) and complete IMDS-entry. Series production deliveries must correspond to the release initial samples and be able to be processed without any problem on our equipment, as per initial sample. Eissmann must be informed without request of all product and process revisions initiated by the supplier and the supplier must carry out a resampling.

9.2.

Manufacture of prototypes In the case of prototype parts a prototype test report must be added at each delivery. The prototype test report should be compiled for each stage of development (revision index). In addition, the first sample form to VDA Volume 2 (other samples) or PPSP must be used. In this report, all drawing criteria or revisions should be shown on at least one part or one part per cavity.

9.3.

Process approval By the process approval (also 2-day production, process series or series capacity proof) the supplier delivers proof that the products can be manufactured in the required amounts and to the required quality with a controlled manufacturing process. In addition, the process must be set up according to the series production conditions. With regard to the important criteria prescribed by Eissmann or defined by the supplier (test criteria) or other agreed on criteria, process capacity tests should be carried out. The following indices must be attained with a normally distributed process (see VDA volume 4, part 1). Short term process capacity/ machine capacity (50 parts one after the other):

CMK ≥ 1,67

Provisional process capacity (25 random samples to 5 parts)

PPK ≥ 1,67

Long term process capacity (minimum 20 production days):

CPK ≥ 1,33

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Quality assurance agreement If these figures are not reached, suitable corrective measures are to be identified and carried out. In case of processes with too low capacity a 100% test must take place. Eissmann reserves the right, after discussion with the client, to have an employee of Quality Assurance Purchased Parts carry out a process approval at the supplier. The basis for this approval in this case is the Eissmann form. An internal process release by the supplier himself with his own processes and documentation is obligatory in that case.

9.4.

Initial sampling The evaluation levels of the initial sampling can be classified into three levels: „Declined“ (Grade 6, „red“): means that the parts cannot be built, since there are serious deviations. Correction and subsequent new introduction is required. „Released with conditions“ (Grade 3, „yellow“): means that the parts are able to be constructed with small deviations not relevant to the customer and/or that the documentation is still incomplete. A correct IMDS-module should be submitted. Eissmann in this case reserves the right to a limitation in quantity and/or deadline on the part of Eissmann. „Released without conditions“ (Grade 1, „green“): means that all product and process specifications have been met. The documentation is complete and the first critical samples are agreed on. A correct IMDS-module is to be submitted. This release is however not a delivery contract and does not release the supplier from his responsibility with regard to quality. Even if no „Grade 3-sampling“ has been agreed on with the supplier at the pre series production phase, Eissmann expects in principle an initial sampling which can be released without conditions (Grade 1). This requires that all uncertainties, necessary drawing revisions or other deviations are agreed on with Eissmann Quality Assurance Purchased Parts before the submission of the initial sampling. If the goal of Grade 1 for initial sampling is not reached due to the fault of the supplier, requiring a resampling, Eissmann reserves the right to charge the supplier for the revision costs of this extra expense. This also applies to expenses originating from schedule delays on the part of the supplier. In order to avoid misunderstandings in advance, first samplings which have attained the agreed on target should be clearly marked as such (e.g. in the remark field of the cover sheet of the initial sample test report). If the assembly-sampling of Eissmann Ltd is rejected at the customers of Eissmann Ltd due to the fault of the supplier (e.g. no grade 1 release or missing IMDS details of supplier) and as result no tooling costs are paid to Eissmann Ltd, Eissmann reserves the right to charge the resulting costs (resampling, arrear interest for delayed tooling payments etc.). Unless otherwise agreed, first sampling should be done according to submission level 2 (see VDA Volume 2) or submission level 3 (PPAP). In most cases it is beneficial to establish the exact scope together with the contact person from Eissmann QA Purchased Parts. Care must be taken that, without exception, all drawing criteria are again contained in the initial sampling report. Often it is makes good sense for the first sampling to be presented personally by the supplier at Eissmann or accepted by Eissmann at the suppliers’ site. Doc 352 Rev 2010-04-07

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Quality assurance agreement The initial sample parts that belong to the initial sample test report (Target – grade 1) must be manufactured under series production conditions. 10 samples parts per tooling shape and nest are to be added to the initial sampling free of cost. The supplier should retain at least two samples from the same batch and mark and archive them (control samples) appropriately for the duration of production (including replacement part procurement). Resampling due to deviations, missing documentation or revisions is limited as a rule to corrections or changes to criteria or to the documentation. Also in the case of changes to production sites, long interruptions in manufacture (> 1year), change of subcontractor or changes to the production process, Eissmann should be informed and a resampling is required. The scope of the resampling is to be agreed on in each individual case with the Quality Assurance Purchased Parts at Eissmann. No pre-series or series production parts may be delivered by the supplier without release of the initial sample (at least grade 3) or written approval for any deviation by Eissmann. For this reason, deliveries of prototypes or sample parts must be clearly marked as such. Should Eissmann incur costs as a result of this specification not being adhered to, in every case the supplier will have to bear these costs. Series production deliveries must correspond to the released initial sample and be processable on our machinery, just like the initial sample.

9.5.

Requalification Tests Requalification tests have to be performed once a year by the supplier in accordance with the provisions of ISO / TS 16949, section 8.2.4.1 (measurement and - if applicable - function test according to the production control plans). The test results are to be archived by the supplier for at least 15 years and submitted to Eissmann or customers of Eissmann upon request. According to the standard requirements of TS 16 949, the supplier is obligated to prove process capability (Ppk ≥ 1,67 oder Cpk ≥ 1,33) from the point of green release, after initial sample procedure once a year. The supplier has to present additional a PSW or VDA cover sheet (remark ‘requalification’, report ‘others’) and an actual material data sheet. Other requalification tests are unaffected in this case. In order to prove process capability the SC measures are based on the actual drawing. If several SC measures are relevant, the requalification testing has to be determined in the beginning of the project in the PQSA, just as well as the effort of cost intensive and/or destructive tests

9.6.

Critical samples Against the background of the subjective, visual checking for parts dependent on appearance (e.g. galvanised surfaces) it makes sense to determine a mutual quality level and to establish this as a binding reason for an OK or not OK decision in case of critical samples. These critical samples are determined and agreed on according to VDA Volume 16 between Eissmann Ltd and the supplier. Should matt chrome surfaces be used, the permissible gloss range (gloss to matt) can be determined for critical samples. Doc 352 Rev 2010-04-07

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Quality assurance agreement 10.

Customer property Production equipment owned by the customer (tooling, equipment, test equipment etc.) have to be marked „property of Eissmann Automotive Group“ and permanently and clearly identified by a number determined by Eissmann or an analogue marking. This production equipment is to be included in and calculated for as part of the maintenance activities of the supplier. Any necessary discussions in this regard must be initiated by the supplier. For packaging – in as far as they belong to Eissmann – own identification and maintenance measures are to be determined together with Eissmann, which correspond meaningfully to the specifications for the above production equipment.

11. Additional orders In the case of products additionally ordered by Eissmann, this process should be managed according to ISO 9001.

12. Production process 12.1. Quality assurance measures In addition to the quality tests of the series production plan (see section Quality and Test Planning) the supplier should ensure through further systematic quality assurance measures, that all products correspond to the specifications (Zero defect strategy). Examples of these measures are: •

Statistical process control (SPC) with capable processes.



Waste records and analysis



Regular dispatch audits or product audits.



Internal process audits.



The use of KVP – Methods at product, process and management levels.



Employee information and motivation.



Employee training with personnel involved with the process.



Requalification tests. These are to be done annually and after production interruptions of at least one year.

12.2. Incoming goods checks at Eissmann Qualitative incoming goods checks are carried out at Eissmann on a random basis. Deficiencies are to be immediately pointed out to the supplier. Delivered products from suppliers could also be provided without qualitative checking of manufacture, by means of a skip-lot-system. Eissmann will inform the supplier without delay about any deficiencies noticed during further processing of his parts. With regard to the responsibility adopted by the supplier for quality assurance, the above mentioned inspections and cautions according to § 377HGB are reduced for Eissmann (random Doc 352 Rev 2010-04-07

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Quality assurance agreement sample testing).

The supplier in this case relinquishes right to object to later reproofs for

deficiencies only noticed at a later stage.

12.3. Factory test certificate If there is a D-criterion on the raw material, the supplier should produce a factory test certificate for each batch to DIN EN 10204. This is to be filed according to VDA 6.1 and made available to Eissmann upon request. As far as is relevant, a factory test certificate is a component part in that case of the initial sample test report. For adhesives and chemicals a factory test certificate according to DIN EN 10204 3.1 is to be produced for every production batch and submitted together with the delivery.

12.4. Product specific quality assurance agreements In addition to this general quality assurance agreement, the supplier should finalise with Eissmann any product specific quality assurance agreements for the individual product in detail, which should determine the test scope, the rotation, the equipment, the SPC documentation etc.

12.5. Change management Eissmann should be informed by the supplier of planned technical changes, material changes, shifts in production site, change of sub-contractors, change in status of ownership etc. as soon as they become known. The sample scope as well as how to handle stock on hand is to be determined in each case with Eissmann in writing.

12.6. Continual improvement process The supplier should practise the principle of continual improvement. Eissmann expects that this will happen at least for the indicators by means of which the quality performance of the supplier is evaluated: •

Number of test reports/reclamations



PPM



Adherence to schedule



Consistency in volumes



Revision of reclamations

The supplier establishes targets for these indicators that should be pursued and operationalised on a monthly basis.

13.

Maintenance, service By means of a planned, preventative maintenance/service plan for equipment, machinery and tooling the supplier minimises the possibility of breakdown.

All planned jobs, as well as

unplanned repairs should be documented. A stock list for replacement parts can be compiled and improved from regular analysis of the repairs. By so doing the supplier lowers the risk of a long down-time due to reprocurement of a replacement part. Doc 352 Rev 2010-04-07

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Quality assurance agreement 14.

Management of faulty products

14.1. Reclamations Test reports are compiled by Eissmann in case of rejections.

When making enquiries about

he test report the Eissmann case number, the test report number

and the nominated

Eissmann technical person in Quality Assurance is to be given. In cases of rejection, the supplier must inform Eissmann about the immediate corrective measures by means of an 8-D report within 24 hours and about further corrective measures within 5 working days. Irrespective of the cause of the fault Eissmann, if necessary, will adopt immediate measures to minimise the economic damage as far as possible. This is already described in the applicable test reports to the respective suppliers. The time requirement for the compilation of a test report at Eissmann is two working hours. These costs are charged to the supplier at a rate of €114 per test report. Furthermore, the additional work that has to be carried out in the incoming goods department, production department or QA, for example as a result of reworking, sorting (in order to guarantee short-term supplies) or the provision of parts for sending back returns, drawing up delivery notes etc., is collected together individually according to the work involved and charged to the supplier. The hourly rate for this is €57. Insofar as Eissmann customers complain about the faulty quality of supplied parts and this results in costs, these are passed on one-to-one to the supplier concerned.

14.2. Collective waste disposal procedures The supplier stipulates regular deadlines for collective waste disposal procedures. Hereby faults discovered in the mutual test chain of the supplier and Eissmann are reclaimed from the agreed on tests, according to the product specific quality assurance agreement. The detected faults acquire the status of a customer reclamation.

14.3. Escalation procedures In case of the supplier not being able to solve the problem on his own or in the case of repeat faults, a three level escalation procedure is provided: Level 1: Discussion about the problem Participants: purchasing EGA QS-EGA (TU/ZB) QS supplier as needed management level EGA and supplier ( accord by EGA) Level 2: Problem analysis on site with a process audit if necessary The discussion of the problem may, depending on the presumed cause, take place either at Eissmann or at the suppliers and is introduced by Purchasing. Doc 352 Rev 2010-04-07

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Quality assurance agreement The problem analysis on site (if necessary process audit) is done at the suppliers and is necessary when serious repeat faults or quality problems occur at Eissmann and/or, at Eissmann customers. The supplier should assure right of entry to the production workshops in which the products destined for Eissmann are manufactured. At both levels the supplier should compile an action plan which is handed over to Eissmann and may then passed on by Eissmann to its customers. Participants: all parties of step 1 and additional QP EGA QSL supplier VTL supplier Level 3: supplier support This scope is valid for EGA-nominated suppliers. Escalations more than ‘step 2’ (CS-2 level) of customer-nominated suppliers are in coordination with the common customer. Measures of ‘Supplier-support’ are planned by purchasing department, based on results of step 1 and step 2. Head of EGA purchasing department as well as supplier management board have to agree to the planned ‘supplier-support’. The goal is to evaluate and eliminate failures caused in business procedures of the supplier. On site root cause analysis (when indicated: system audit) will be charged per associate € 500,-net per day, costs for travelling and expenses are additional. If a ‘supplier support’ is not successful or is refused by the supplier, a repositioning on the EGA supplier portfolio (rating) will be caused. Furthermore Eissmann is obligated to involve the customer in this case. Participant: all parties of step 2 and additional QPL-/QSL-EGA opt. MaWi-L EGA Management board-supplier The overall goal is it, not to claim step 3 - In terms of supplier obligation ppm-target according to PQSA. - In terms of resource protection of supplier development EGA.

14.4. Guarantee, product liability, insurance As long as a longer guarantee period is not agreed on in particular cases or is legally imposed, the guarantee period for all products delivered to Eissmann is 36 months from transfer of risk. The supplier is aware that he and Eissmann-suppliers form part of the delivery chain of consumer goods. The laws of §§ 478, 479 BGB also apply to Eissmann suppliers. Doc 352 Rev 2010-04-07

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Quality assurance agreement In the case that damaged parts surface at our customers and the cause of the fault evidently lies with a purchased part/purchased material, these reclamation costs are charged to the supplier (including the individually arising extra guarantee expenses). The supplier hereby acknowledges his unlimited and sole responsibility for all complaints of deficiencies as well as any complaints arising from product liability, in as far as proof exists that the cause of such complaints arises from products delivered by him. Therefore the supplier is responsible for all complaints that third parties make against personnel or material damages which can be traced to a faulty product delivered by him. Should it arise that Eissmann must carry out a recall action against a third party, then the supplier assumes responsibility, including the cost risk. The supplier is obliged to exempt Eissmann from all complaints made by third parties due to a valid complaint that the delivered products are faulty. The supplier is obliged to acquire sufficient product liability insurance at his own cost. Such insurance is deemed suitable if it covers personnel and material damages, including costs of a recall. This insurance does not constitute any limitation of liability on the part of the supplier. Eissmann obliges the supplier to take out insurance with regard to product liability against claims for damages. Eissmann expressly emphasises that the regulation in point 12.2 can necessitate the adjustment of liability or product liability of the supplier. The insurance must support the scope and course of business relations and is to be provided to Eissmann on request.

14.5. Warranty If our customers discover field scrap parts and the cause of the fault lies clearly with a purchased part/purchased material, the costs of these claims are passed on to the supplier (including the individually incurred associated warranty costs). New Projects - Technical Factor - Process 1. A broken/failed part is removed by the OEM (Audi, VW, etc.) or the dealer and notified to the head office of the OEM 2. The costs incurred for logistics, workshop time, the procurement of parts, additional quality costs etc. have to be borne by the party responsible => For this the system of the "Technical Factor" exists A. Damaged parts that are the subject of a complaint are collected over a defined period (time/quantity) B. Together with the OEM the reasons for the failure/complaint are analysed C. A distinction is made between the following categories: -

Loss is borne by the supplier (incorrect design, poor-quality part, etc.)

-

Loss is borne by the OEM (incorrect installation, misuse by customer, etc.)

-

Loss is shared, as cause cannot be clearly ascertained

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Quality assurance agreement In this manner the so-called technical factor is created after statistical consideration. It is defined for one year and amounts to 100% at the beginning, until parts analysis demand another technical factor This means: The costs incurred as a result of the damaged parts are borne in each case by the supplier and the OEM to a percentage level defined by the technical factor. Example: financial loss €10,000, technical factor 60% => €6,000 has to be paid by the supplier. Every year Eissmann incurs high costs as a result of claims for compensation on the part of the OEMs. We have to pass these on to the suppliers responsible for the losses if it is ascertained without doubt that purchased parts are responsible for the failure of the assembly parts. For all new products the "technical factor" system will therefore also be implemented in future by Eissmann with respect to suppliers. To this purpose the damaged parts for which the OEM holds Eissmann responsible will be sorted out according to types of damage (e.g. chrome defects, paintwork defects, etc.) These parts are then analysed with the respective suppliers and a technical factor is also defined together with the supplier, on the basis of which the supplier is charged by EGA for the damaged parts. After the supplier's share of the responsibility of the complained has been defined, of the items supplied, the supplier has to bear its pro rata share of the losses incurred by Eissmann with respect to the OEM, and introduce optimisations by means of appropriate corrective and preventive measures in order to prevent field scrap parts occurring in the future. In case the OEM complains a delivery, the supplier has to pay the claim incurred by his responsibility proportion (this also includes warranty parts and field returns, which in most cases are liable to pay costs) moreover the supplier is obligated to implement corrective actions and preventive measures for optimisation aiming to avoid field returns.

15.

Dispatch and labelling

15.1

Identification of series production products If an identification mark is prescribed in the drawing, the following should appear in the parts specifications: •

Part number with revision status



Eissmann Goods marking



Manufacturing code



Date of manufacture



Material

The scope and design of the identification mark is to be taken from the prescribed norms. Doc 352 Rev 2010-04-07

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Quality assurance agreement The marking/labelling of adhesives and chemicals have to be in the respective national language of the plant which is delivered If possible, the supplier should use multi-use packaging.

Only recyclable materials are

permitted for packaging. In case of questions/problems, Eissmann Quality Assurance should be contacted.

15.2

Packaging and dispatch Eissmann Purchasing determines the delivery condition, the packaging and the volume of packaging for purchased parts. The packaging specifications must be adhered to. A VDA goods sticker should be applied on each packaging unit, that at least displays the following: •

Name



Part number



Revision index/status



Delivery note number



Delivery note date



Amount/number of parts

The revision status is to be given in principle on this goods sticker and the delivery note. Further additional marking of parts, containers or deliveries is determined by Eissmann as the need arises. Clear references to the handling of goods („Fragile – handle with care“ or similar) are required. In the case of auxiliary materials (adhesives, primers, activators i.a) an indication of storage life and recommended storage temperature are to be given on each packaging unit.

15.3

Test certificates and incoming goods at Eissmann Ltd With incoming goods, Eissmann only checks identity, amount and for possible transport damage. Qualitative checks are carried out randomly according to the Skip-Lot-System. Any deficiencies identified are to be announced immediately. The supplier also subsequently accepts overt and hidden deficiencies. If agreed on, factory test certificates/receiving certificates are to be available on delivery of goods for QA incoming goods control.

15.4 Traceability It is necessary for the supplier to install a system so that all parts delivered to Eissmann can be traced. This system must provide information on the production lot, date etc. The supplier must continually improve and stabilise the quality of this system in order to be able to quickly locate Doc 352 Rev 2010-04-07

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Quality assurance agreement the faulty parts. In the case of a product recall, an effective tracing system contributes towards minimising costs. The system must include the following: -

Traceability of the lots to the production line, shift, date of manufacture and test documents.

-

The data manufacture should be stated on each part (insofar as its size makes this possible).

-

The lot number/batch number and the date of manufacture must be stated on each packaging unit.

-

The goods must be delivered in the order of their production. The First In, First Out principle (FIFO) for the parts must be observed for stockpiling and storage.

Parts received by Eissmann that do not have any appropriate marking for the purposes of traceability are discarded.

15.5 Non-Compliance with Deadlines and Quantities If additional expenditure is incurred as a result of goods being delivered too late or incorrect quantities for which the supplier is responsible, the individually incurred costs are determined, notified to the supplier and passed on. These may be, for example, special freight charges, machine downtime costs, costs for the loss of production etc.

16.

Liability The supplier bears responsibility for delivery of products according to the agreed on specifications. Agreements on targets in respect of statistics for supplier evaluation do not release the supplier from liability for claims against warranty and damage by Eissmann due to deficient deliveries.

17.

Term These quality assurance agreements are valid for the life of the contractual relationship with Eissmann.

18.

Confidentiality The contractual partners are obliged to keep confidential all the commercial and technical details that become known to them during the course of the business relationship. Drawings, models, samples and similar objects must not be passed on to unauthorised third parties or otherwise be made accessible. Duplication of such objects is only permissible within the framework of operational requirements and for the purpose of carrying out the respective contract. Sub contractors are similarly obliged.

19.

Salvatory clause Should individual particulars of this contract be ineffective or are not able to be executed or become ineffective or unable to be executed after finalisation of the contract, the effectiveness of the contract is not otherwise affected. The ineffective or inexecutable clause should be replaced by an effective and executable regulation which contributes as much as possible to the attainment of the commercial goal that the contractual parties were trying to attain by the Doc 352 Rev 2010-04-07

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Quality assurance agreement ineffective or inexecutable clause. The above clauses also apply in the case that the contract proves to have loopholes. § 139 BGB is not accepted.

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Quality assurance agreement

20.

List of revisions of this QSR Index Change

Compiled/changed

Released

0

First compilation

J. Kühfuß, 01.08.95

M. Rumpp

1

Addition of compulsory documentation parts

J. Kühfuß, 01.08.96

M. Rumpp

2

Revised according to VDA 6.1

J. Kühfuß, 27.03.98

Holzbrecher

3

Addition to environmental and project management

J. Kühfuß, 15.01.00

Holzbrecher

4

Complete revision

M. Theurer, 31.03.06

J. Brandstetter

5

Complete revision

B. Ullrich, 16.11.06 H.-O. Berten

J. Brandstetter

6

Number of random samples and parts inprovisional process capacity changed

B. Ullrich, 23.07.07

J. Brandstetter

7

4.4 added 9.5 specified 12.3 supplemented 14.1 supplemented 14.5 added 15.1 supplemented 15.4 added 15.5 added

B. Ullrich, 31.07.08

Dr. K. Elmer

8

Added confirmation of the receipt

Frank Briel/ 12.1.2010 Armin Walter

9

2 added 4.3 modified version of safety data sheet 9.5 added 14.3 added 3. escalation level 14.5 modified 15.1 modified

Armin Walter / 7.4.2010

Frank Briel

- Please cut here and forward this sheet to Eissmann -

Company ____________________________, herewith confirms the receipt and acceptance of quality assurance agreements (Status: 07.04.2010) of company Eissmann Automotive Deutschland GmbH. Date:____/____/______

Signature:____________________________

Name/Position:_________________________

Company stamp:_______________________

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