EXHIBIT 10.41
COMPONENT PURCHASE AGREEMENT
By and between: Thomson Consumer Electronics, Inc., a company organized under
the laws of Delaware with a principle place of business at 00000 Xxxxx Xxxxxxxx
Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, hereinafter referred to as "Buyer;" and
NUWAVE Technologies, Inc., a company organized under the laws of Delaware and
having offices at Xxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, hereinafter
referred to as "Seller."
WHEREAS Seller has offered to sell its Application Specific Integrated Circuit
Chip ("ASIC") Video Processor integrated circuit under software control for
video enhancement;
WHEREAS Seller also wishes to sell SOFSETS(TM) video signal processing firmware
applicable; and
WHEREAS Buyer wishes to purchase such ASICS and SOFSETS from Seller for
inclusion in its [*] under certain terms and conditions, as specified in this
Agreement; and
WHEREAS Seller and Buyer entered into a Letter of Intent signed by the parties
on November 12, 1997, and hereby wish to set forth the terms and conditions
under which ASICS and SOFSETS will be sold by Seller and purchased by Buyer;
NOW THEREFORE in consideration of the above, the parties agree to the following
terms and conditions:
1. QUANTITY
1.1. This Agreement is based upon an anticipated procurement of those ASICS
and SOFSETS described in Schedule 1 (hereinafter "Products"). The
estimated quantity to be purchased is described in the same schedule.
1.2. The quantities mentioned above and any schedules supplied by Buyer are
for planning purposes only and may vary due to changing economic and
commercial conditions. Buyer's obligation under this Agreement is
limited to those Products ordered as provided in Article 2, entitled
"ORDERING", and Seller shall deliver accordingly.
1.3 In addition, due to Buyer's short range production schedule
fluctuations, quantities required to be delivered by Seller for any
given time period may vary
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NOTE: Anywhere in this document where there is a "[*]" indicates that
information has been omitted and filed separately with the SEC pursuant
to a request for confidential treatment.
considerably from the average quantity which Seller may have expected
to deliver over that period, taking into account the duration of the
Agreement and the total estimated quantities indicated. Accordingly,
Seller agrees to ship at the monthly minimum capacity rate quoted by
Seller for Buyer, so long as notification of the need for such
shipments and order coverage is given by Buyer within the lead time for
new orders as specified in this Agreement.
2. ORDERING
2.1. This Agreement, including the Schedules attached hereto, sets forth the
terms and conditions which shall govern the transactions related to the
purchasing of Products between the parties. Purchase orders, which
shall be considered firm orders after having been accepted by Seller as
defined below, shall be issued by the Buyer to Seller from time to time
during the term of this Agreement, as Buyer's needs arise. Seller shall
ship and xxxx the Buyer location as indicated on each individual
purchase order.
2.2. In addition, other Buyer [*], including subsidiaries and/or affiliates
("ordering entity") may submit purchase orders directly to Seller for
Product, and Seller, shall supply same to the ordering entity pursuant
to the terms and conditions of this Agreement. Buyer shall provide a
list of such ordering entities, as Schedule 1A. Buyer shall be liable
for payment on any orders of Product for the ordering entities.
2.3. All purchase orders shall indicate the Products to be purchased and
their quantities and prices. Purchase Orders shall also indicate the
date of delivery.
2.4. Seller shall return to Buyer one copy, signed by Seller, of Buyer's
open order, if Buyer so requests. Such signed return of the Buyer's
order shall mean acceptance of the order by the Seller. If Seller
objects to any of the terms included in an ordering entity's purchase
order, it shall make such objection in writing within five (5) business
days upon receipt. Otherwise, the terms of the purchase order shall be
deemed accepted.
3. DELIVERY
3.1. Terms of delivery for each location appear in Schedule 2. Lead time and
cancellation liability are specified in Schedule 1.
3.2. "Lead Time" is defined as the time between the date the Seller receives
a purchase order and the date the Products are delivered to the named
delivery point. Delivery terms shall be defined by the Uniform
Commercial Code.
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3.3. Buyer will periodically provide a delivery schedule reflecting, by time
period, shipping quantities required for each part number to support
manufacturing schedules.
3.4. Should the Products be delivered at least fifteen (15) days ahead of
Schedule, Buyer may make payment based on the agreed upon delivery date
or as otherwise expressly agreed between the Parties in writing. In the
event Products are delivered more than fifteen (15) days behind the
agreed upon delivery date, Seller shall enter into good-faith
negotiations with Buyer, if requested, to come to an agreement
concerning allocation of any additional costs incurred by Buyer as a
result of such delay. The above remedies are without prejudice to any
of Buyer's other rights.
3.5. Additionally, in the event of any delay which exceeds fifteen (15) days
and which is not attributable to Buyer, nor to an event of force
majeure as defined in Article 10.9 below, Buyer may, at its option:
(i) Modify the means of transport used in order to minimize the
delay; Seller shall bear all additional costs resulting from
this change.
(ii) If the delay has put the validity of the established schedules
into question, Buyer may cancel any order, in whole or in
part, to be deducted from the total volume commitment, with no
increase on Product price or penalty due.
3.6. Seller shall ensure that the destination of Products, forwarding agent,
shipping line and destination of documents conform exactly to the
instructions received.
4. EXCLUSIVITY
4.1 For the term of this Agreement, provided that Buyer purchases those
quantities set forth in Article 4.2 herein, Seller agrees that it shall
not sell Products to any third party for use in the [*] to be sold in
the U.S. and Canada.
4.2 For the purpose of determining exclusivity, the parties agree that the
following quantities shall be applicable: 50,000 units of Products
purchased by Buyer in the first 12-month period from full-scale
production (Year One); 150,000 units of Product purchased by Buyer in
the following 12-month (Year Two) or 200,000 units of Product in the
24-month period from first shipment, regardless of yearly break-down;
and 250,000 units of Products in the next 12-month period (Year Three).
4.3 If, after the expiration of Year Two, Buyer has not purchased at least
seventy-five percent (75%) of the above-mentioned quantities of Product
(or one hundred
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fifty thousand (150,000) units of Product) for reasons other than
Seller's failure to meet schedules or maintain quality, then Seller
shall have the right to sell Products to other companies for use in
HTIB. Seller's sole remedy in the event Buyer fails to make such
purchases is the right to sell Products to other companies for use in
HTIB within the U.S. and Canada, and Buyer shall have no liability to
Seller for failure to purchase such quantities.
5. PRICING / PAYMENTS
5.1. Seller shall provide all Products as specified in this Agreement and
ordered by Buyer at the prices set forth in Schedule 1, and as such
Schedule shall be updated at least on a yearly basis as provided
herein.
5.2. Should Seller, at any time during the term of this Agreement, sell
substantially similar or equivalent products to third parties, in
similar quantities, for the types of uses contemplated herein, at
prices lower than those granted to Buyer under this Agreement, then
Seller shall immediately lower the prices of Products sold to Buyer
hereunder, so that Product prices match the prices granted to said
third party. If Seller is unable or unwilling to match said prices,
then Buyer shall have the right to terminate this Agreement with
fifteen (15) days notice, and with no liability whatsoever due Seller
except for Products delivered and accepted.
5.3 Furthermore, Seller's prices should not be higher than reasonable
competitive prices Buyer would have to pay for like products from other
approved Buyers' suppliers for like quantities. If Seller's prices or
services are not competitive with those offered by other qualified
suppliers, Buyer may terminate this Agreement with fifteen (15) days
notice in whole or in part without liability, provided, however, that
Seller is first given an opportunity to meet such competitive prices or
services.
5.4 Invoicing procedures and any applicable discounts are set forth in
Schedule 2.
5.5 To the extent that other Buyer ordering entities place purchase orders
under this Agreement, or enter into their own agreement, Seller agrees
to reduce Buyer's price for Product accordingly.
6. QUALITY - GUARANTEE
6.1. Buyer's specifications entitled "Thomson Consumer Electronics Quality,
Reliability and Safety Manual (QRSM)" reference #15065980 concerning
quality and reliability for Products and packaging shall be considered
a part of this Agreement and shall apply to all purchase orders issued
by Buyer to Seller. The QRSM, which includes Buyer's specifications and
reject procedure, is set forth in Schedule 3. Seller hereby warrants to
Buyer that all Products purchased under this Agreement shall meet the
stipulated quality levels.
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6.2 The Parties shall agree in writing to applicable specifications
("Specifications"). Seller warrants that its Products shall conform to
Specifications for a period of twelve (12) months from delivery. Should
Products not meet "Quality - Guarantee" provisions as set forth above,
Buyer shall notify Seller, providing information concerning the
defect(s). Unless such defect is determined to be the result of a
specification, drawing, or modification, provided by Buyer, then Seller
shall (a) repair or replace defective Products or credit Buyer at
Buyer's option, and (b) reimburse Buyer's documented expenses related
to such defective Product, including labor, materials and shipping
expenses. This warranty shall not apply if Products have been abused or
misused by Buyer.
7. TERM/TERMINATION
7.1. This Agreement shall become effective as of January 1, 1998 and shall
remain in force for a period of thirty-six (36) months following the
date of first shipment of product, unless otherwise terminated as
provided below. Upon conclusion of negotiations of this Agreement,
Buyer may immediately issue purchase orders for Products required
during the new Agreement term.
7.2. In the event the Products do not meet the Specifications, or in the
event Seller does not meet schedules or for other material breach of
this Agreement, except when excused by an event of force majeure, Buyer
has the right to unilaterally terminate this Agreement without cost,
except as regards Products delivered and accepted, provided, however,
that Buyer first provides Seller of notice of the problem and Seller
does not remedy to Buyer's satisfaction within a thirty (30) day period
from said notice.
7.3. Either party may immediately terminate this Agreement and any accepted
purchase orders by giving notice to the other party in the event that:
(i) the other party is adjudicated bankrupt, becomes insolvent or
makes a general assignment for the benefit of creditors;
(ii) a petition shall be filed against the other party under a
bankruptcy law, a corporate reorganization law, or any other
law for the relief of debtors or similar law analogous in
purpose or effect;
(iii) the other party (and/or its affiliates/subsidiaries) enters
dissolution or liquidation proceedings.
7.4 Should Buyer terminate this Agreement or cancel all or any portion of a
purchase order, for reasons other than Seller's failure to meet its
obligations, Seller must make reasonable efforts to mitigate Buyer's
obligations and Seller's damages. In such event, if finished Products
cannot be applied to any other
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purchase order then open, or used for other customers of Seller, Buyer
shall be liable for all finished Products attributable to Buyer's
purchase orders in Seller's inventory, and/or in transit to Buyer, for
a period specified in Schedule 1, as defined by the delivery schedule
sent by Buyer which is ======== in effect at the time of decision to
terminate. Buyer shall have no liability for raw materials or work in
progress. Buyer shall have no other liability to Seller, and in
particular Buyer shall not be liable for lost profits, overhead,
incidental or consequential damages.
7.5. Buyer reserves the right to reduce estimated quantities or substitute
new materials for those referenced in the Agreement, in the event that
new materials offering a superior technological or economic advantage
become available during the term of this Agreement. Seller shall be
given a reasonable amount of time to match such new materials. In the
event Seller cannot offer such competitive materials, Buyer may
unilaterally terminate this Agreement. In such an event, Seller may
ship orders that have been issued and scheduled.
8. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
8.1. Seller hereby grants Buyer a non-exclusive license to use the word and
design trademarks (the "Trademarks") as set forth in Exhibit 4 which is
attached hereto and incorporated by reference in this Agreement in
connection with the advertising sale, marketing and other promotion of
the Products. Buyer agrees to place the Trademarks on its finished
goods incorporating the Products and/or external packaging for same
and, at Buyer's sole discretion, may place the Trademarks in
advertising and promotional materials for finished goods incorporating
the Products.
Seller shall have the right to review and approve all uses of its
Trademarks by Buyer on finished goods incorporating the packaging,
advertising and promotional materials. Buyer shall submit all new
materials bearing the Trademarks to Seller for prior approval, which
approval shall be deemed to be granted if Seller has not given notice
to Buyer within 10 business days after receipt of such materials of any
objections to such use of the Trademarks. If such approval is not
received, Buyer will no longer be obligated to place the Trademarks on
its finished goods incorporating the Products and/or packaging. Buyer
acknowledges that the Trademarks are owned by Seller and all use of the
Trademarks by Buyer shall inure to the benefit of Seller. This license
shall terminate in the event that this Agreement is terminated for any
reason and Seller shall terminate all use of the Trademarks within
thirty (30) days after any such termination date.
8.2 Seller hereby agrees to indemnify and defend Buyer against all claims
that the Product infringes any patent, copyright, trademark or trade
secret rights of a third party and Seller shall pay all costs, damages
and attorneys' fees arising from or
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in connection with any such claim, provided that Buyer shall (i) give
Seller prompt notice of any such claim; (ii) give Seller a reasonable
opportunity to defend the same; and (iii) provide Seller with all
reasonably necessary assistance in defending such claim upon Seller's
request. In case the Products are, in any proceeding, held to infringe
any such third party right(s), Seller may, at its option, terminate
this Agreement. The duty to indemnify, however, will survive the
termination of this contract.
In case the Products are, in any proceeding, held to constitute
infringement of any such right, Seller may, at its option:
(i) procure for the Buyer the right to continue using the
Products, or
(ii) replace or modify the Products so that they become
non-infringing, or
(iii) refund to Buyer the cost of the relevant Product as provided
for in the purchase order.
8.3. Seller further agrees to submit to personal jurisdiction in any forum
in which Buyer may be sued on any claim subject to indemnification.
Seller shall defend Buyer or its customers, or pay costs, damages, and
attorneys' fees for any claim based upon the combination, operation, or
use of Products with any programs or data supplied by Seller unless
such combination, operation or use is specified by Buyer, and such
infringement would have been avoided without such combination,
operation, or use.
8.4. Each Party may, during the term of this Agreement disclose certain
CONFIDENTIAL INFORMATION to the other Party as deemed necessary by the
disclosing Party for the performance of this Agreement.
8.5 With respect to CONFIDENTIAL INFORMATION released during the term of
this Agreement, each Party shall identify the confidential nature of
documents it may disclose to the other Party by marking it as
"CONFIDENTIAL". CONFIDENTIAL INFORMATION disclosed orally and
designated by the disclosing Party as confidential at the time of
disclosure shall be confirmed in writing within thirty (30) days after
such disclosure and marked as "CONFIDENTIAL". The existence of this
Agreement is considered confidential, and neither Party shall divulge
its existence or terms thereof, without the express written consent of
the other Party.
8.6 Each Party agrees that, for a period of five (5) years from the date of
this Agreement, with regard to CONFIDENTIAL INFORMATION it received
during the term of this Agreement, it shall use the same degree of care
as it uses with respect to its own CONFIDENTIAL INFORMATION to prevent
any CONFIDENTIAL INFORMATION disclosed to it by the disclosing Party
from
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being disclosed to any third party. Each Party further agrees not to
use such CONFIDENTIAL INFORMATION for any purposes other than those
contemplated by this Agreement, unless authorized in writing by the
disclosing Party. Additionally, each Party agrees to disclose such
CONFIDENTIAL INFORMATION only to its employees having a need to know
such CONFIDENTIAL INFORMATION.
8.7 No provisions set forth in this Article 9 will apply to any information
which:
8.7.1 is or becomes publicly known, through publication, inspection of
the product, or otherwise, and through no wrongful act of the receiving
Party, or
8.7.2. is received by either Party rightfully from any third party
without confidential restriction in favor of the other Party, or
8.7.3. is known to either Party before receipt of the same from the
other Party as demonstrated by documentation in its files, or
8.7.4. is developed by either Party independently of the other Party's
CONFIDENTIAL INFORMATION as demonstrated by documentation in its files
provided the person or persons developing such information has had no
access to the other Party's CONFIDENTIAL INFORMATION, or
8.7.5. is approved for release by written authorization of the
disclosing Party, or
8.7.6. is disclosed pursuant to the lawful requirement or request of a
Governmental agency or disclosure is permitted by operation of law, or
8.7.7. is reasonably necessary to support a patent application, the
subject of which belongs to the receiving Party and which the receiving
Party discloses to an appropriate Patent Agent, Patent Office and/or
Court of any country of the world in pursuance thereof, provided that
such information has already been disclosed to a Patent Office by the
disclosing Party.
8.8 All samples, drawings, documents, or other tangible media, including
any copies thereof, delivered by one Party hereto to the other Party
pursuant to this Agreement shall be and remain the property of such one
Party, and shall be promptly returned to such one Party upon written
request, or destroyed at such one Party's option.
8.9 Neither Party shall utilize any CONFIDENTIAL INFORMATION of the other
Party in the manufacture of articles sold or offered for sale without
the other Party's prior written consent.
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8.10 Nothing contained in this Agreement shall constitute a commitment by
either Party to the development or release of any future information or
any products and/or programs, and participation in the information
exchanged pursuant to this Agreement shall not constitute or imply a
commitment by either Party to favor or recommend any product or service
of the other Party.
9. GENERAL INDEMNIFICATION
9.1 Seller shall at all times indemnify and hold harmless Buyer and Buyer's
agents and employees, against and from every suit, claim, liability,
prosecution, penalty, settlement, loss, damage, cost or other expense
including reasonable counsel fees relating to or arising out of any
claim for death or injury to any person or damage to property alleged
to have resulted from any actual or alleged defect in or any actual or
alleged unsafe feature of any Product, provided said defect or unsafe
feature is not the proximate result of any act or omission to act on
the part of Buyer. In case of any suits or proceedings as contemplated
above, Buyer shall promptly notify Seller in writing of any such suit
or proceeding and shall give information and assistance for the defense
of the same, the Seller at its option, shall resist and defend such
action or proceeding by reputable counsel retained at its expense or
settle such action or proceeding.
9.2 Seller shall at all times indemnify and hold harmless Buyer, Buyer's
agents and employees, against and from any suit, claim, penalty or
other expense including counsel fees relating to or arising out of or
resulting from Seller's noncompliance with law or breach of warranty as
defined herein.
9.3 NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER, AND IN PARTICULAR
NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS, OVERHEAD, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF THE OTHER EXCEPT AS EXPRESSLY PROVIDED HEREIN.
All development, pilot, tooling, and related expenses borne by a Party
shall be that Party's sole responsibility.
10. GENERAL PROVISIONS
10.1. Entire Agreement. This Agreement, combined with its Schedules 1-5
attached hereto, cancels and supersedes any previous proposals and
understandings between the parties, whether written or oral on the
subject matter hereof. Any terms and conditions printed on the back of
the Parties standard invoices or purchase orders are expressly
excluded.
10.2 Modifications. Additional conditions or modifications to the above
applicable terms shall be made only with the mutual consent of the
parties hereto as set forth in writing signed by a duly authorized
officer of each party and expressly stating the parties' intent to
amend this Agreement.
9
10.3 Severability. In case any provision of this Agreement infringes any
applicable law or legally enforceable rule, said law or rule shall
prevail, but only to the extent necessary to comply therewith, and the
infringing provision shall be null and void to that extent, while the
other provisions of this Agreement shall remain in full force and
effect.
10.4 Environment. Seller recognizes that Buyer has a corporate environment
policy and hereby guarantees its compliance with all applicable laws
for the protection of the environment. In particular, (i) it guarantees
that no ozone depleting substances are used in the manufacture of
Products, and (ii) it will provide Buyer with all reasonable assistance
with the application of Buyer's environment policy, including, if
requested by Buyer, the development of environment-friendly packaging
for Products.
10.5. EDI. Should the parties agree to use Electronic Data Interchange for
the operations contemplated by this agreement, the provisions of
Schedule 5 hereto shall apply.
10.6 Assignment. Neither party shall assign its rights and obligations
arising under this Agreement without the prior consent of the other,
which shall not be unreasonably withheld, except that Buyer may assign
its rights and obligations to a successor corporation.
10.7 Applicable Law-Jurisdiction In the event a dispute arises pursuant to
this Agreement, such dispute should be resolved by negotiation. If the
dispute cannot be resolved, then this Agreement shall be governed by
and construed, interpreted and enforced in accordance with the laws of
Indiana, without giving effect to the conflicts of laws provisions
theoreof. Seller hereby agrees to submit to the jurisdiction of such
courts.
10.8 Headings. The headings used throughout this Agreement are used for
convenience only.
10.9 Force Majeure. Neither party shall be liable for failure to perform any
of its obligations hereunder during any period in which such
performance is delayed by an event of force majeure. A force majeure
event is defined as an Act of God, including fire, flood, earthquakes,
typhoons, etc., and government actions, war, unforeseen strikes, riots
and embargoes. The Party seeking a delay in performance due to a force
majeure event shall promptly notify the other Party in writing, and
shall specify in detail the reasons the force majeure event shall
prevent performance. Upon cessation of the force majeure event, this
Agreement shall continue in full force and effect for the remainder of
its term. Notwithstanding the above, if an event of force majeure lasts
more than ninety (90) days, either party shall have the right to
terminate this Agreement upon notice to the other.
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10.10 Notice. Whenever under this Agreement one party is required or
permitted to give notice to the other, such notice shall be deemed
given when delivered in hand or three days after being sent by United
States mail, registered or certified mail, return receipt requested,
postage prepaid, and addressed as follows:
In the case of Seller: In the case of Buyer:
Nuwave Technologies, Inc. Thomson Consumer Electronics, Inc.
One Passaic Avenue 00000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000 Xxxxxxxxxxxx, Xxxxxxx 00000-0000
Attention: General Business Manager
[*]
with required copy to: with required copy to:
Attention: Xxxxxxx X. Xxxxx, Attention: Legal Department
Esquire
Dechert Price & Xxxxxx Thomson Consumer Electronics, Inc.
00 Xxxxxxxxxxx Xxxxx 00000 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000 Xxxxxxxxxxxx, Xxxxxxx 00000-0000
Fax: (000) 000-0000
Either party hereto may change its address for notification purposes
from time to time by giving the other party prior written notice in
accordance with this Section of the new address and the date upon which
it will become effective.
Signed in two originals, one for each party.
Thomson Consumer Electronics, Inc. Supplier
NUWAVE Technologies, Inc.
/s/ Xxxxxxx X. DiGoia /s/ Xxxxxxxx X. X'Xxxxx
Signature Signature
Xxxxxxx X. DiGoia Xxxxxxxx X. X'Xxxxx
Typed Typed
General Business Mgr. [*] Chief Financial Officer
Title Title
12/31/97 12/31/97
Date Date
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SCHEDULE 1
PRODUCTS AND PRICES/
LEAD TIMES AND CANCELLATION LIABILITY
Commodity 039
Business [*]
Lead Time
New Orders: 60 days Reschedule: None within 30 days
Cancellation Liability
Finished Goods 60 Days
Estimated
Part/Item No. Qty/K Price
NVP103 50K $7.10 ea.
NVP103 150K $7.10 ea.
NVP103 250k $7.10 ea.
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SCHEDULE 1A
BUYER ORDERING ENTITIES
[*]
13
SCHEDULE 2
AGREED TERMS OF DELIVERY
(INCLUDES MINIMUM ORDER QUANTITY PROVISIONS, IF APPLICABLE.)
Payment Shipping MOQ MOQ
Term Condition Other TCE
Net 45 FOB Dresden, N/A N/A
Germany
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SCHEDULE 3
QUALITY SPECIFICATIONS
1. All Products will conform to the following:
AQL Major Discrepancies: 0.04
AQL Minor Discrepancies: 0.10
Parts per Million Quality Xxxxx 000
0. See also QRSM #15065980, attached
3. See also Classification of Discrepancies
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THOMSON MULTI MEDIA FAMILY CODE
-----------------
| D60000 |
-----------------
These drawings and specifications are the property of THOMSON MULTI MEDIA
and shall not be reproduced or copied, or used as the basis for the
manufacture or sale of apparatus or devices without permission.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Engineering Change Notice -- Record
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| | | | |
Revision | EOP | | | |
Number | Number | Date | Signature | Revision Description |
| | | | |
-----------|-----------|-----------------|----------------------|--------------------------------------|
| | | | PART 15065980 S/O (CHECKED & |
1 | NONE | 18 OCT 1994 | X. X. XXXXX CEAM | ISSUED) |
-----------|-----------|-----------------|----------------------|--------------------------------------|
| | | | |
| | | | REFORMATTED & REWORDED TO AGREE |
2 | NONE | 17 MAY 1995 | X. X. XXXXX CEAM | WITH CURRENT TERMINOLOGY. |
-----------|-----------|-----------------|----------------------|--------------------------------------|
| | | | |
| | | | MIL-STD-105D REPLACED BY ANSI/ASQC |
3 | NONE | 01 AUG 1996 | X. XXXXXXX CEAM | Z1.4 (LATEST REVISION). |
-----------|-----------|-----------------|----------------------|--------------------------------------|
| | | | |
| | | | SIMPLIFIED & REFORMATTED TO DEFINE |
4 | NONE | 22 SEP 1997 | X. XXXXXXX CTI | GLOBAL PRACTICE. SUPPLIER & |
| | | | MATERIAL APPROVAL FLOW CHARTS ADDED. |
| | | R XXXXXXX SQA | |
-----------|-----------|-----------------|----------------------|--------------------------------------|
| | | | REMOVED "PRODUCER AUDIT SUMMARY" |
5 | NONE | 23 SEP 1997 | X. XXXXXXX CTI | AND "PRODUCER CHECKLIST" FROM |
| | | | SECTION 4. |
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REVISION NO. | DOCUMENT ID: |
5 QRSM | |
PAGE NO. 1 OF | 15065980 |
10 -----------------
THOMSON MULTI MEDIA FAMILY CODE
-----------------
| D60000 |
-----------------
These drawings and specifications are the property of THOMSON MULTI MEDIA
and shall not be reproduced or copied, or used as the basis for the
manufacture or sale of apparatus or devices without permission.
--------------------------------------------------------------------------------
QUALITY, RELIABILITY & SAFETY MANUAL (QRSM)
-------------------------------------------
0. TABLE OF CONTENTS
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0. TABLE OF CONTENTS 2
1. DISTRIBUTION 3
2. PURPOSE 4
3. SCOPE 4
3.1 Sellers 4
3.2 Approval Processes 4
4. SELLER APPROVAL PROCESS 4
5. MATERIAL APPROVAL PROCESS 5
5.1 Initial Approval 5
5.2 Samples 5
5.3 Temporary Approval 6
5.4 Dis-Approval 6
5.5 Re-Approval 6
5.6 Non Conforming Material 6
ATTACHMENTS:
A. `Seller' Approval Process flow chart 8
B. Material Approval Process flow chart 9
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REVISION NO. | DOCUMENT ID: |
5 QRSM | |
PAGE NO. 2 OF | 15065980 |
10 -----------------
THOMSON MULTI MEDIA FAMILY CODE
-----------------
| D60000 |
-----------------
These drawings and specifications are the property of THOMSON MULTI MEDIA
and shall not be reproduced or copied, or used as the basis for the
manufacture or sale of apparatus or devices without permission.
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1. DISTRIBUTION
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--------|-----------------------------------------------|---------------------------|
# | Function | Location |
--------|-----------------------------------------------|---------------------------|
0 | Component Technology America (Master) | Indianapolis |
--------|-----------------------------------------------|---------------------------|
1 | Global Sourcing | Boulogne |
--------|-----------------------------------------------|---------------------------|
2 | Sourcing Europe | Boulogne |
--------|-----------------------------------------------|---------------------------|
3 | Sourcing QA | Boulogne |
--------|-----------------------------------------------|---------------------------|
4 | Legal | Boulogne |
--------|-----------------------------------------------|---------------------------|
5 | Finished Goods | Indianapolis |
--------|-----------------------------------------------|---------------------------|
6 | Sourcing America | Indianapolis |
--------|-----------------------------------------------|---------------------------|
7 | Sourcing IPO | Indianapolis |
--------|-----------------------------------------------|---------------------------|
8 | Sourcing Control, Admin. & Systems | Boulogne |
--------|-----------------------------------------------|---------------------------|
9 | SBU Americas Quality | Indianapolis |
--------|-----------------------------------------------|---------------------------|
10 | Component Technology America | Indianapolis |
--------|-----------------------------------------------|---------------------------|
11 | Sourcing QA America | TBD |
--------|-----------------------------------------------|---------------------------|
12 | Product Technology | Angers |
--------|-----------------------------------------------|---------------------------|
13 | SBU Europe Quality | Angers |
--------|-----------------------------------------------|---------------------------|
14 | Component Technology Europe | Angers |
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15 | Mechanical Parts Development | Angers |
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16 | Sourcing Asia | Singapore |
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17 | SBU A&C Quality, Logistics & Manuf. Support | Singapore |
--------|-----------------------------------------------|---------------------------|
18 | Component Technology Asia | Singapore |
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19 | Sourcing QA Asia | Singapore |
--------|-----------------------------------------------|---------------------------|
20 | SBU Key Components Quality | Genlis |
--------|-----------------------------------------------|---------------------------|
21 | Sourcing QA Europe | Celle |
--------|-----------------------------------------------|---------------------------|
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REVISION NO. | DOCUMENT ID: |
5 QRSM | |
PAGE NO. 3 OF | 15065980 |
10 -----------------
THOMSON MULTI MEDIA FAMILY CODE
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| D60000 |
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These drawings and specifications are the property of THOMSON MULTI MEDIA
and shall not be reproduced or copied, or used as the basis for the
manufacture or sale of apparatus or devices without permission.
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2. PURPOSE
--------------------------------------------------------------------------------
This document specifies the minimum requirements for material
producers of THOMSON multimedia1. It details the inputs and outputs of
both `Seller' and `Buyer.'
3. SCOPE
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3.1 Sellers
It relates to a `Seller' of electrical, electronic, electro-mechanical
or mechanical components or sub assemblies. The term `Seller' relates
to the business that supplies the materials.
3.2 Approval Processes
This covers the approval and disapproval processes for `Sellers' and
materials. The approval processes apply to the manufacturer of the
materials, whether controlled directly by the `Seller' or whether an
independent subcontractor.
4. `SELLER' APPROVAL PROCESS
--------------------------------------------------------------------------------
To be approved as a supplier to THOMSON multimedia, the `Seller' shall
have:
O Quality systems that are at least equivalent to ISO 9001 or
ISO 90022 at the `Seller's' own and or their subcontractor's
manufacturing location.
O Technical, process, equipment, test, environmental, safety and
capacity capabilities to meet `Buyer' commodity requirements
at `Seller's own or their subcontractor's manufacturing
locations.
The `Buyer' will issue the following questionnaire, as appropriate, for
the `Seller' to complete and return with requested attachments.
O Quality questionnaire 15065950
The `Buyer' shall determine the type of audit necessary to assess
suitability based on the questionnaire response. The `Buyer' reserves
the right to conduct an audit of the `Seller's own or subcontracted
manufacturing facility, at any time, at a minimum of 12 hours notice.
-------------------
1 Throughout this document, the terms 'Seller' and 'Buyer' are used to
represent the supplier and THOMSON multimedia respectively, in accordance
with the Thomson Component Purchase Agreement and Thomson Purchase Order.
2 Possession of Second Party quality system approvals (major customers) and
or other Third Party quality system approvals (equivalent or superior to
the ISO 9000 series), will greatly assist the approval process.
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REVISION NO. | DOCUMENT ID: |
5 QRSM | |
PAGE NO. 4 OF | 15065980 |
10 -----------------
THOMSON MULTI MEDIA FAMILY CODE
-----------------
| D60000 |
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These drawings and specifications are the property of THOMSON MULTI MEDIA
and shall not be reproduced or copied, or used as the basis for the
manufacture or sale of apparatus or devices without permission.
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--------------------------------------------------------------------------------
Refer to Supplier Approval Process flow chart, attachment `A.'
5. MATERIAL APPROVAL PROCESS
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5.1 Initial Approval
Before being approved to supply full scale production orders, the
`Seller' will provide evidence of capability to consistently meet
requirements of material and component specifications and related
standards. This includes technical, process, equipment, test,
environmental, safety and application capabilities, using one or more
of the following means, as requested by the `Buyer':
o samples,
o specification and standards correlation results,
o design capability data,
o process capability data,
o reliability questionnaires and data,
o inspection and or test results.
Refer to Material Approval Process flow chart, attachment `B.'
5.2 Samples
Sample components or materials shall be submitted to THOMSON
multimedia as defined below.
5.2.1 Requirements
The quantity of samples and the accompanying test data shall be as
defined in the THOMSON multimedia document "Sample Requirements,"
15065850.
5.2.2 Packaging and identification
The `Seller' is responsible for proper packaging and shipment of
samples to THOMSON multimedia. Damaged samples received by THOMSON
multimedia shall be the responsibility of the `Seller'. All samples
shall bear clear and appropriate identification: i.e., Thomson
Approval Samples, Appearance Approval Samples, etc..
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REVISION NO. | DOCUMENT ID: |
5 QRSM | |
PAGE NO. 5 OF | 15065980 |
10 -----------------
THOMSON MULTI MEDIA FAMILY CODE
-----------------
| D60000 |
-----------------
These drawings and specifications are the property of THOMSON MULTI MEDIA
and shall not be reproduced or copied, or used as the basis for the
manufacture or sale of apparatus or devices without permission.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
5.2.3 Correlation samples
Following full Thomson Approval or Temporary Approval, the `Seller'
may be required to provide samples to confirm that the correlation of
measurements on critical parameters, attributes or measurement
devices, are being maintained. This requirement shall be identified to
the `Seller' by the `Buyer' Component Technology department.
5.3 Temporary Approval (TA)
Temporary approval of components or materials may be granted by
Component Technology, based upon partial evaluation or sufficient
evidence to demonstrate capability to meet the `Buyer' requirements.
The Temporary Approval shall specify the limits of the approval for
applicable `Buyer' locations, duration and maximum quantities to be
purchased on this basis. Full approval will be subject to the
requirements defined in section 5.1, Initial Approval.
5.4 Dis-Approval
Failure to comply with supplier or material approval requirements can
result in Thomson Approval being reduced to Temporary Approval, or
being completely rescinded, at the discretion of the `Buyer' Component
Technology department, based upon:
o the frequency or severity of the problems experienced,
o the responsiveness and effectiveness of `Seller' corrective
and preventive actions.
5.5 Re-Approval
Re-Approval may be required, at the discretion of the Component
Technology department, when:
o an Engineering Change Notice is issued against an existing
drawing or specification of an approved part,
o previous samples were rejected,
o the `Seller' changes the process, raw materials, or the
manufacturing location3,
o approval is reduced to Temporary Approval or rescinded as
defined in paragraph 5.4 above,
o periodic samples pulled from production shipments fail to meet
approval requirements,
o the latest approval becomes obsolete, by any other means.
5.6 Non Conforming Material
-------------------
3 The 'Seller' is responsible for notifying the 'Buyer' in writing, in
sufficient time to perform re-approval, of all changes of own or
subcontractor manufacturing locations and or responsibilities.
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REVISION NO. | DOCUMENT ID: |
5 QRSM | |
PAGE NO. 6 OF | 15065980 |
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THOMSON MULTI MEDIA FAMILY CODE
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| D60000 |
-----------------
These drawings and specifications are the property of THOMSON MULTI MEDIA
and shall not be reproduced or copied, or used as the basis for the
manufacture or sale of apparatus or devices without permission.
--------------------------------------------------------------------------------
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5.6.1 Incoming Inspection
The goal of the `Buyer' is to use material that has a certified status
(incoming inspection not required), retaining the option to employ
incoming inspection at any time, but primarily when items:
1. are safety critical,
2. have not consistently met specified requirements,
3. do not have proven capability to meet specified requirements.
Inspection and sampling techniques used at incoming inspection to
demonstrate compliance with specifications and drawings, shall be at
the discretion of the `Buyer.'
Any safety critical defect, wherever found, shall result in rejection
of the entire lot.
5.6.2 Process Line & Consumer Acceptance Laboratory (CAL) Defects
The target for the `Seller' is to supply parts or materials with zero
defects.
Progress towards this objective shall be determined by `process line'
reject rates and or `Customer Acceptance Laboratory' (CAL) failure
rates, measured in Parts Per Million (PPM). PPM goals shall be defined
annually in the Component Supplier Agreement. The `Buyer' reserves the
right to return shipments of parts to the `Seller' when actual PPM
levels of defectives are greater than the PPM goal.
5.6.3 Defective Material Action
The `Buyer' using location shall notify the `Seller' of any defective
material and define in writing:
o the nature (actual versus specification) and extent
(proportion) of the nonconformity,
o the proposed disposition of the material (return, scrap, sort,
repair, etc.),
o a breakdown of costs involved where compensation is claimed.
The `Seller' shall provide in writing to the `Buyer':
o analysis of the nonconformity,
o identification and confirmation of the root cause,
o action taken to correct the problem,
o action taken or planned to prevent recurrence,
o confirmation of the `Buyer' disposition,
o confirmation of compensation to be paid, where applicable.
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REVISION NO. | DOCUMENT ID: |
5 QRSM | |
PAGE NO. 7 OF | 15065980 |
10 -----------------
THOMSON MULTI MEDIA FAMILY CODE
-----------------
| D60000 |
-----------------
These drawings and specifications are the property of THOMSON MULTI MEDIA
and shall not be reproduced or copied, or used as the basis for the
manufacture or sale of apparatus or devices without permission.
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Attachment `A'
`Seller' Approval Process
[OBJECT OMITTED]
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REVISION NO. | DOCUMENT ID: |
5 QRSM | |
PAGE NO. 8 OF | 15065980 |
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>
THOMSON MULTI MEDIA FAMILY CODE
-----------------
| D60000 |
-----------------
These drawings and specifications are the property of THOMSON MULTI MEDIA
and shall not be reproduced or copied, or used as the basis for the
manufacture or sale of apparatus or devices without permission.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Attachment `B'
Material Approval Process
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REVISION NO. | DOCUMENT ID: |
5 QRSM | |
PAGE NO. 9 OF | 15065980 |
10 -----------------
THOMSON MULTI MEDIA FAMILY CODE
-----------------
| D60000 |
-----------------
These drawings and specifications are the property of THOMSON MULTI MEDIA
and shall not be reproduced or copied, or used as the basis for the
manufacture or sale of apparatus or devices without permission.
--------------------------------------------------------------------------------
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REVISION NO. | DOCUMENT ID: |
5 QRSM | |
PAGE NO. 10 OF | 15065980 |
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SCHEDULE 4
SUPPLIER TRADEMARKS
Schedule 4
Nuwave's trademark shall appear substantially as follows:
16
SCHEDULE 5
ELECTRONIC DATA INTERCHANGE
Not applicable
17
