Framework conditions for the cooperation between allsafe GmbH & Co. KG and its suppliers

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1.    Preface

allsafe GmbH & Co KG attaches importance to a fair and honest partnership. This is the basis of any business connection. If, despite all preventive and control measures, there are any disagreements, it is necessary to be able to revert to a clear framework that has been accepted by both sides. To this end, the following terms and conditions concerning technical specification and / or engineering drawing have been established. These components constitute the essential part of the contract between supplying partners and allsafe GmbH & Co KG.

It is of importance to us that our partner is not unnecessarily disturbed in his usual ways by these conditions. This is the only guarantee that processes and procedures can continually be improved.

Furthermore, these delivery conditions are agreed on with the supplier for guaranteeing a transaction without any problems.


2.    Binding force of framework conditions

The amounts and delays set down by allsafe GmbH & Co KG in the framework were established to our best knowledge on the basis of our customer's specifications. However, we have to point out that these specifications may be subject to change at any time. We reserve the right to adapt them to our needs. This means they can be adjusted upwards or downwards.
The agreed terms and conditions for price, delivery, payment, and delivered goods are binding.


3.    Tools

3.1.    Maintenance, servicing, property and storage of tools

The supplier guarantees the functionality of the tools during operation.
If allsafe GmbH & Co KG provides the tools, the supplier agrees to test the tools on their functionality. In individual cases a written offer for repair or adjustment has to be made. Only after a written order by allsafe GmbH & Co KG has been placed, may these measures be implemented.

The supplier has to store the tools properly and protect them from damage or environmental influences.

Within the amounts agreed in the contract, the supplier has to bear the expenses for service, maintenance and repair.
Above the amounts agreed in the contract, the supplier bears the costs for servicing and maintenance, while allsafe GmbH & Co KG bears the costs for repair, which is subject to a prior written order.

In order to guarantee a permanent supply without defects, the supplier has to maintain, repair and service the tools. The tools have to be operational at all times.

If desired by allsafe GmbH & Co KG, the supplier has to give back the tools in perfect condition at the end of the supply period.

The tooling(s) is transferred automatically into the property of allsafe GmbH & Co KG with the payment of the tooling(s). No futher contract is needed.


4.    Change of tools

A change of tools is subject to prior written consent by allsafe GmbH & Co KG. A change of tools due to technical changes by allsafe GmbH & Co KG requires a prior written offer by the supplier. Only on the basis of a written order can the required steps be authorized and implemented. The changed parts have to be newly inspected and released by allsafe GmbH & Co KG for serial delivery.

In a partnership allsafe GmbH & Co KG bears the expenses for material that cannot be used anymore due to a change of drawings. However, the supplier agrees to point out in the offer, that the current materials cannot be used after a change.


5.    Release of tools / initial sample inspection

5.1.    Cause

The supplier agrees to conduct an initial sample inspection in the following cases:

New parts
Changed parts or specifications

If the supplier wants to make one of the following changes, allsafe GmbH & Co KG has to be informed in advance and the change is subject to a prior written release. In individual cases an initial sample inspection may be required.

  • Change of product
  • Change of construction, specification or material
  • Relocation of production to external production sites
  • Relocation of production to new plants or within the own plant
  • Change of production procedures
  • Long suspension of production (more than 1 year)
  • New subcontractors
  • When tools are manufactured at a later date due to capacity reasons or wear, allsafe GmbH & Co KG has to be informed and if necessary an initial sample inspection has to be conducted.
  • allsafe GmbH & Co KG has to be informed about any other reasons 
  • Independent of the fact if an initial sample inspection is required, the supplier is obliged to conduct an internal inspection.


5.2.    Initial sample inspection / forms for the initial sample inspection

The initial sample inspection conducted by the supplier has to be recorded on forms by allsafe GmbH & Co KG or by the German Association of the Automotive Industry (VDA).

  • Report about initial sample inspection
  • Inspection results
  • Delivery sheet

If the supplier does not have these forms, they have to be ordered.

Unless otherwise agreed, 50 pieces have to be inspected and documented. In case that an assembly is concerned, additional 50 pieces have to be inspected and documented. When producing with several identical tools, each tool group or nest of various types is subject to one initial sample inspection. Unless otherwise agreed, the respective parts have to be attached to the initial sample inspection report.

Unless otherwise agreed, the initial sample inspection has to contain correspondent proof / material analysis for the used materials.

The initial sample inspection has to be completed with a proof of functionality (inspection of at least 50 pieces) for the specifications determined by allsafe GmbH & Co KG and the special inspection parameters. An inspection plan of the initial sample inspection also has to be attached.

The release of delivery / of the series for the inspected parts is done via allsafe GmbH & Co KG on the form "initial sample inspection", which was filled out by the supplier.


6.    Subscription warrant from tools

The supplier agrees to exclusively deliver parts or components / assemblies from tools and / or developments by allsafe GmbH & Co KG to this company. Release of parts to third parties is subject to prior written consent. Non-compliance will incur liability for the total damage by the supplier. Furthermore, the supplier agrees to disclose the amount of the simultaneously delivered parts and the number of customers.

After allsafe GmbH & Co KG gave its permission for delivery to a third party, the supplier may not change tools or specifications. It is not permitted to transfer tools to other suppliers without prior written consent by allsafe GmbH & Co KG.


7.    Supply period, delivery of spare parts

The supplier agrees to supply allsafe GmbH & Co KG with the product and the spare parts for the product during the complete series period and 15 years after the expiry of the series.

The scrapping of part-specific production sites is subject to prior written consent by allsafe GmbH & Co KG, independent of the ownership structure.


8.    Audit, documentation, retention period

8.1.    Audit

The customer can ascertain through an audit if the supplier's quality assurance measures comply with the customer's standards. This audit can be conducted as a system or process audit and an appointment has to be made in due time. Audits of certification companies have to be taken into account. Restrictions by the supplier for keeping its company secrets are accepted.
Furthermore the customer of allsafe as well as government agency`s can arrange a audit.

8.2.    Retention period

The supplier has to store all product and process relevant documents, records and data that were part of the production process and product release for 20 years. This regulation applies to both the series and the spare parts supply.


9.    Statistical values, evaluations

9.1.    FMEA

It is desirable that the supplier creates a FMEA for the delivered goods. This is the basis for high-quality delivery without any problems.

9.2.    Process capability

It is desirable that the process capability be proven by statistical values. In the context of continuous quality improvement, this data has to be collected and used for optimization of processes.

As a rule, the capability values set down by allsafe GmbH & Co KG in the specification sheet (if applicable) have to be achieved and documented.

9.3.    Quality Targets

For all function and security relevant product features is an 0 failure production necessary and must be verified by the supplier. Unless otherwise agreed, the maximum error rate for non function and security relevant features is < 500 ppm/Reference. However, a supplier who is constantly close to the maximum, has to be replaced in the long term. allsafe GmbH & Co KG aims for a rate of < 100 ppm/Reference.
A bad delivery does not only mean direct quality failures at the product, but also a lack of packaging, bad labelling of the shipment, wrong amounts, and all other errors that could interfere with or stop the procedures at allsafe GmbH & Co KG.


10.    Quality, inspections

10.1.    Incoming goods inspection

allsafe GmbH & Co KG will inspect the incoming products only by spot tests. This means that the supplier has to guarantee the demanded quality of the delivered products and is liable for the delivered parts in case of a reclamation. Inspection regarding quantity, reference and damages on the outside packing will be done all the time.
Should there occur a transportation damage that renders unloading of the products impossible or that has effected a damage of the goods, allsafe reserves the right to decline acceptance or to return the goods to the supplier at the supplier’s expense.

In this case the supplier must care for an immediate re-supply of faultless goods.

Furthermore, remedial actions have to be taken in order to prevent this kind of damages.

10.2.    Complaint management and processing

If the supplier detects that faulty parts could be produced or delivered, allsafe Jungfalk GmbH & Co KG has to be immediately informed at imminent risk. allsafe GmbH & Co KG agrees to immediately inform the supplier about detected defects. Quality is a top priority in the assessment of suppliers and is constantly controlled.

The supplier agrees to reserve capacities for immediate remedy in the case of a complaint. The supplier guarantees the continued production at allsafe GmbH & Co KG, e.g. by sorting out defective parts, repairing produced parts, immediate delivery of good parts and cost-free taking back of bad parts.

Furthermore the supplier has to draw up an 8 D report. Measures resulting from this report have to be controlled, implemented and documented.

In case of complaints, measurements must be initiated within one day. In case of complaints for parts with required documentation, the supplier must stop production immediately and the stock in question must be identified at the supplier’s and at allsafe’s locations.

The supplier must present a catalogue of measures within three days. allsafe reserves the right of a short audit to ensure the execution of the catalogue of measures.

10.3.    Quality Management System of Supplier

The supplier agrees to establish and/or keep a quality system based on ISO 9000 ff with a zero-defect target and to optimize all processes with continuous improvement measurements.

The supplier obliges his sub-suppliers to keep his resumed obligations based on the QAA.


11.    Delivery

11.1.    Delivery frequency

allsafe GmbH & Co KG depends on flexible and fast delivery of small lot sizes. To this end, we try to give our suppliers a forecast of our main products.
In order to organize procedures as efficiently as possible, we need partners who are willing to optimize their processes and to cater to our needs.

11.2.    Merchandise planning / order processing

Wherever possible allsafe GmbH & Co KG works with framework contracts (also called make-and-hold-order or open order). These framework contracts regulate all important issues such as total amount, price, packaging, period of validity etc.

The classification of products defined in the framework contract is generally given to the supplier through a closed order.
We are also eager to continuously improve our processes. Therefore we make more and more use of other forms of order processing, such as Kanban, continuous supply, forecast, DFÜ and self control of individual product groups.
This means that our requirements will be less and less generated by an order. Instead of an order there will be flexible planning that is covered by respective capacity reserves of the supplier.
These different planning systems also have a positive effect on the total delivery time of products, because the supplier can plan the respective primary material requirements.

11.3.    Delivery reliability / delivery time

The delivery time frame agreed on with allsafe GmbH & Co KG has to be met under all circumstances. The supplier is urged to continuously improve processes and thus reduce delivery times and adapt it to our needs.
If a delivery is not possible within the agreed time frame or if there are problems during production, the supplier immediately informs us about potential disruptions and takes the necessary steps for keeping the delay to a minimum.
As a rule, the supplier is in a delay of delivery when deadlines are missed, without allsafe GmbH & Co KG explicitly having to formulate it.
Delivery time and delivery reliability are evaluated in our supplier assessment on a monthly basis and are a top priority.

11.4.    Incoming goods

For processing of incoming goods allsafe GmbH & Co KG needs the following information indicated both on the delivery sheet and on the goods:

  • Delivery sheet number
  • Delivery date
  • Address of sender and supplier number
  • Lot size
  • Description / article number
  • Purchase order number
  • Number of packing pieces
  • Warehouse no. (indicated on our order)
  • Weight / packing piece
  • Purchase order date
  • Barcode 835 whenever possible

Furthermore all packing pieces need to be marked with article number and description. Whenever possible the products have to be marked so that it is possible to know where they come from.

Each delivery has to contain the test certificates that were agreed on in the contract.
Suppliers of aluminium extrusion profiles have to provide an EN 10204-3.1B certificate for the first 5 deliveries. If no discrepancies were detected, an EN 10204-2.2 certificate needs to be supplied for further deliveries.


12.    Conditions of payment / conditions of delivery

Our conditions of payment are as follows:

30 days after receipt of invoice / incoming goods, less discount of 3 %
or 60 days net.

Other conditions of payment are subject to prior written consent of allsafe GmbH & Co KG.

According to the individual agreement the deliveries are ex factory or to customer's plant via the shipper specified by allsafe GmbH & Co KG.


13.    Productivity / CIP

We attach great importance to our partner permanently dealing with continuous improvement processes and implementing them in order to sustainably offer market-oriented conditions and to compete in the market. To this end, we are willing to support our partner with process improvements and CIP measures with our know-how and cooperation. This leads to increased sustainable competitiveness on both sides.
In the context of our partnership we expect cost reductions of any type to be shared with us.
 

14.    Packaging

The packaging is clearly defined in our packaging regulations.
Other packaging on demand of the supplier is subject to prior written consent of allsafe GmbH & Co KG.


15.    Non-disclosure agreement

According to the copyright law, allsafe GmbH & Co.KG data of any type may neither be copied nor be disclosed to a third party.


16.    Severability clause

If any provisions of this contract shall be held to be invalid or incomplete, the validity of the contract as a whole is not affected or impaired. It has to be interpreted in a way that a legal regulation can be found which comes close to the original intent of the contracting parties. As far as necessary they agree to participate in such an alteration of contract.


17.    Superior provisions

If superior provisions are defined in technical documents, specification sheets etc., or in other agreements, which are superior to the conditions set down in this contract, the superior provisions apply.


18.    Jurisdiction
Jurisdiciton for all conflicts or claims (including those concerning effectiveness, changes or termination, as well as non-contractural claims) resulting from or connected with this agreement is Stuttgart


19.    Product Liability

The supplier is obliged to take out and keep an appropriate product liability insurance. Insurance coverage for the product liability risk must be sufficient.