"[ ]" INDICATES THAT
THE CONFIDENTIAL
SUPPLY AGREEMENT PORTION HAS BEEN
OMITTED AND FILED
BETWEEN SEPARATELY WITH
THE COMMISSION
ISS-NAGANO GmbH,
XXXXXXXX. 00
00000 XXXXXXX
- HEREINAFTER CALLED "ISS" -
AND
XXXXXX XXXXX XxxX
POSTFACH 10 60 50
70049 STUTTGART
- HEREINAFTER CALLED "BOSCH" -
WHEREAS Bosch is currently developing a new Common Rail Diesel Injection System
which shall be introduced into the market in 1996;
WHEREAS this new Injection System uses a high pressure sensor to measure and
control the system pressure;
WHEREAS ISS Inc., San Xxxx, USA - hereinafter called "ISS Inc." through its
strategic alliance with Nagano Keiki Seisakusho Ltd., Otaku, Japan - hereinafter
called "Nagano" - has developed such high pressure sensor elements which are
currently produced for automotive and industrial applications also by ISS;
WHEREAS ISS and Bosch entered into a Development Agreement on May 18, 1995 for
the development, mass production, application and test of a high pressure sensor
for these new Common Rail Diesel Fuel Injection Systems on the basis of the
existing ISS XKP- and HVP-product family;
WHEREAS ISS is prepared to manufacture for and to supply to Bosch such newly
developed high pressure sensors;
WHEREAS Bosch is willing to purchase such sensors from ISS;
NOW, therefore in consideration of the mutual agreements herein contained it is
agreed by and between ISS and Bosch as follows:
1. DEFINITIONS
As used in this Agreement the following terms shall have the meanings set
forth below:
(i) "CR" means the new Common Rail Diesel Injection System currently
developed by Bosch.
(ii) "PRODUCTS" means high pressure sensors for CR as described in the
drawing (with the components as specified therein) and in the detailed
technical and performance specifications attached hereto as
APPENDIX 1, including its improvements and/or design changes as
specified in Section 1.l of the Development Agreement ((iii) below).
(iii)"DEVELOPMENT AGREEMENT" means the Development Agreement between ISS
and Bosch of May 18, 1995.
2. GENERAL RULES
This Agreements sets forth the general terms and conditions of the sale by
ISS and the purchase by Bosch of the Products and shall apply to all such
purchases and sales.
3. SUBJECT MATTER
3.1 During the term of this agreement ISS, using the best of its design and
manufacturing knowledge, will design and manufacture Products in
accordance with the specifications and the quality standards as attached
in APPENDIX 1 and referred to in SECTION 5 and will sell and ship the
Products as will be ordered from time to time by Bosch. ISS has the
right to propose and will propose to Bosch process or component
modifications which, to the best of ISS knowledge, will improve the
efficiency, quality or yield of the manufacturing process. Bosch will
examine such proposal and, within reasonable amount of time, will have
the right to either accept or refuse them. Once accepted by Bosch in
writing, the modification will become integral part of the Products.
3.2 ISS will manufacture and supply the Products in accordance with Bosch's
requirements as set out in SECTION 3.1 above and will make design and
styling changes as mutually agreed upon in writing.
3.3 If so required by Bosch, ISS shall place or affix trademarks and/or
tradenames of Bosch or its customers on the Products and their packaging
in the design and at the location as designated by Bosch to ISS.
2
ISS agrees not to sell or otherwise dispose of such marked Products to
any person other than Bosch or designated by Bosch. Any necessary
tooling charges for affixing trademarks on the Products based on Bosch
specification will be borne by Bosch, and such toolings will become the
property of Bosch.
4. MARKETING
During the term of this Agreement, ISS shall manufacture and supply the
Products, which form the result of the common development work by the
parties to Bosch only as set out in the Development Agreement.
Competitive conditions (price, quality, meeting of delivery deadlines,
technical performance etc.) provided, RB is willing to procure its
demand of the Products but at least a part of its demand with ISS, for a
period ending at least December 31st, 1999.
APPENDIX 2 shows the expected yearly demand until December 31st, 1999.
The figures quoted in APPENDIX 2 constitute a non-binding forecast based
on the best knowledge of Bosch; they do not represent binding orders.
Due to circumstances beyond the control of Bosch the volumes may
decrease.
5. QUALITY
Bosch and ISS shall cooperate closely to ensure that the Products
conform with the specifications and satisfy the quality standards as
hereinafter. Accordingly, ISS will design the Products, buy the
components and produce and ship the Products in accordance with the
quality management system requirements and specifications of the Bosch
Quality Assurance Guide for Suppliers (APPENDIX 3). ISS intends to
comply with ISO 9000 quality principles at a later date. ISS,
particularly, will use a documentation and traceability system capable
to determine the manufacturing conditions under which the Products have
been produced. In case of rejects of Products due to their
nonconformity to Bosch specification ISS will, notwithstanding the
respective warranty provisions, provide Bosch upon request a
manufacturing report stating the results of the quality controls and the
root causes and the corrective actions to be taken.
ISS agrees to allow Bosch on request to inspect quality control and
production activities of ISS associated with the design and production
of said Products. Such information shall be deemed confidential.
6. PRODUCT LIABILITY
6.1 ISS shall bear the product liability risk and undertakes to hold Bosch
harmless against product liability claims by third parties, unless Bosch
on its own responsibility issues instructions which have not been agreed
upon with ISS. If such an instruction is a contributing factor to
damages arising in connection with product liability, the legal
provisions apply.
3
6.2 ISS is obliged to take all measures necessary with regard to product
liability, particularly with regard to faultless design, manufacture,
instructions and after sales product observation, and to keep Bosch
continuously informed regarding these measures and any changes made
thereto. Bosch is entitled to check these measures to the extent
necessary in each case.
6.3 In case of defects in the Products which may necessitate a recall
campaign, Bosch shall keep ISS at all times fully informed about all
relevant facts and both parties shall negotiate and determine in good
faith the actions to be taken. It is understood that Bosch shall have
the ultimate decision as to the necessity of a recall campaign. ISS
shall negotiate a fair and mutually acceptable reimbursement of Bosch's
recall expenses, based on the principle that the reimbursement shall be
Proportional to the degree of ISS's responsibility.
6.4 ISS shall subscribe for a General Liability Insurance, including a
Product Liability Insurance and recall coverage with a limit of
liability of 5 million DM each and shall provide evidence thereof to
Bosch. ISS shall inform its insurance company expressly that ISS is
supplier to the Automotive Industry.
7. PRICES AND TERMS
7.1 Prices and delivery terms shall be set out in annual agreements
effective for a calendar year, taking into account the price projection
as per ANNEX 4.
7.2 If necessary, the parties will negotiate in good faith price adjustments
at least 3 months before a new annual agreement comes into force. In
case the parties cannot agree on a price adjustment, the prices of the
previous annual agreement shall remain in force.
8. HANDLING BOSCH DEPARTMENT
Price agreements HoW Purchasing Dept. (HoW/EKF)
Calls by HoW Material Planning Dept.
(HoW1/ALP)
Shipment to Xxxxxx Xxxxx XxxX
Homburg Plant
Bexbacher Xxxxxxx 00
00000 Xxxxxxx/Xxxx
Invoices to HoW Controlling Accounting Dept.
(HoW/WIR)
Coordination HoW/EKF
Quality assurance HoW1/QSG5
4
9. DELIVERY
9.1 Orders for quantities of Products will be made by schedules consisting
usually of fixed orders and non-binding order forecasts. In order to
organize the manufacturing of Products, Bosch grants to ISS a production
and material release for a defined period of time to be mutually agreed
upon by both parties. The fixed orders and the production and material
releases shall constitute binding commitments upon ISS to manufacture,
sell and ship the Products within the specified schedule in accordance
to this Agreement.
If Bosch's demand for the products reduces completely or to a
significant extent due to circumstances beyond the control of Bosch and
if ISS has committed to commercially reasonable quantities of material
for the production of the products covered by Bosch's fixed orders and
production and material releases, Bosch shall reimburse ISS the cost for
such appropriately ordered material upon evidence, provided, however,
such materials cannot be cancelled or rescheduled subsequent to the
receipt of an abrupt reduction or cancellation of orders by Bosch which
do not originate from a defect in the products.
Title to these goods shall pass to Bosch subsequently to such
reimbursement.
9.2 Supply Assurance:
In order to guarantee a steady and punctual supply of the Products ISS
agrees to keep a minimum stock of Products at ISS's expense. The volume
of products in this minimum stock shall cover Bosch's demand for the
Products in one month and the volume of components in this minimum stock
shall cover Bosch's demand in one month, especially for the
sensor-subassembly, the printed circuit board and the connector. The
calculation of such minimum volumes stock shall be based on the figures
as stated in SECTION 9.1 above.
Following termination of this Agreement Bosch will be entitled to
purchase the pressure sensor-subassembly, the ASIC, the connector and
the sensor element itself for Bosch's own CR application from ISS at
fair market prices.
10. INSPECTION PRIOR TO DELIVERY
10.1 Prior to delivery all Products shall be tested and inspected by ISS at
ISS's factory so as to ensure that the Products are in accordance with
the specifications.
10.2 Bosch reserves the right to inspect at its own expense all Products at
ISS's factory before delivery. Bosch will provide sufficient notice
prior to any inspection.
11. INCOMING INSPECTION
As soon as this is feasible in the normal course of business, Bosch
shall conduct an incoming spot-check inspection of the Products. Bosch
will give notice of any failings
5
immediately on discovery; to this extent the supplier waives the rights
to object those complaints as being late.
If due to defects or failures a 100% inspection is necessary, ISS shall
bear the costs. If defects can be narrowed to specific lots this will
cover those lots only.
12. WARRANTY
12.1 ISS hereby warrants that the Products to be delivered and sold hereunder
will meet the agreed specifications and quality standards and will be
merchantable and free from defects in material and workmanship.
12.2 If the Products are found to be defective during the warranty period,
Bosch may at its option ask ISS for replacement of such products free of
all charges and shipping costs to Bosch, or to the enterprises of its
service organization, or may ask for refund of the purchase price. In
case defectiveness will be discovered during or after installation of
the Product in Bosch's products, ISS will bear the costs Bosch incurs
for discovering the defect or for repairing the Bosch product.
12.3 If, on the basis of provisions of law and/or contractual agreements with
its customers or with enterprises of its service network, Bosch is
required to pay incidental expenses such as, for instance, transport
charges, cost of materials, cost of labour, ISS will also bear those
costs. However, if such incidental expenses, taken as a whole, would
operate to threaten the existence of ISS, then Bosch and ISS will
negotiate in good faith a fair and reasonable amount ISS has to pay for
such incidental costs.
12.4 The warranty period is 36 months following the first registration of the
vehicle equipped with the Bosch CR System containing the Product.
13. MACHINERY AND EQUIPMENT
Bosch agrees to purchase from ISS and ISS agrees to sell to Bosch its
machinery and equipment used for production of the HVP-Version of the
Products. Such machinery and equipment as well as the purchase
consideration therefor not exceeding 2.4 million USD and payable in
installments will be specified and agreed upon separately. Title to
those machinery and equipment shall pass to Bosch in proportion to the
purchase consideration actually paid. Bosch offers to attend the
installation of the machinery and equipment and to provide appropriate
inputs; however, ISS has the final responsibility to assure the Products
meet the agreed quality requirements. Bosch will make such machinery
and equipment available to ISS on the basis of a contract of loan as set
out in APPENDIX 5. Notwithstanding other provisions of such loan
contract, ISS shall be entitled to manufacture high pressure sensors for
non-CR use on such machinery and equipment. Prior to any such
production with reference to the utilization of capacity for non-CR
applications, ISS has to get RB's written consent, such consent not to
be withheld if any
6
such production will cover surplus capacity of the machinery and
equipment not needed for any production for Bosch.
Bosch hereby grants to ISS the option to purchase such machinery and
equipment on December 31st, 1999 at a purchase price equivalent to the
book value of the machinery and equipment (according to linear
depreciation ending five years after complete installation of such
machinery and equipment) at that date. Notice to exercise such option
shall be given until December 31st, 1998.
In case ISS does not exercise its option, Bosch is prepared to reimburse
to ISS engineering costs related to such machines and equipment at an
amount equal to the depreciated value of an initial amount of 400,000
USD on December 31st, 1999; depreciation method: linear; depreciation
period: five years, starting with complete installation of such
machinery and equipment.
14. PROPRIETARY RIGHTS
14.1 If the Products are used as stipulated, ISS is liable for claims arising
as a result of the infringement of proprietary rights, applications for
proprietary rights and/or of copyrights (proprietary rights). ISS shall
hold Bosch and the parties purchasing from Bosch harmless against all
claims arising from the use of such proprietary rights. This shall not
apply if ISS has manufactured the Products on the basis of drawings,
models or other comparable descriptions provided by Bosch and did not
know or was not bound to know that proprietary rights were infringed as
a result.
14.2 Both parties to this Agreement undertake to inform each other without
delay of risks of infringement and alleged cases of infringement which
became known to them.
14.3 If required by Bosch, ISS will inform Bosch concerning the use of
published or unpublished proprietary rights held by ISS, as well as of
applications for such proprietary rights and of licenses issued for
proprietary rights related to the Contract Products.
15. FORCE MAJEURE
If any Party to this Agreement cannot perform its obligations out of
this Agreement because of an event of Force Majeure, it shall notify the
other Party in writing within undue delay about the occurrence of such
an event and provide accurate supporting evidence thereof.
Force Majeure shall mean any of the following:
Earthquake, storm, flood, fire or other acts of nature, epidemic, war,
riot, public disturbance, strike or lock-out, government actions or
other events beyond the control of the Parties and where their
occurrence is unpreventable and unavoidable.
7
If an event of Force Majeure occurs, neither Party may be responsible
for any damage, incurred cost or losses which the other Party may
sustain by reason of such failure or delay of performance. The Party
claiming Force Majeure shall adopt measures to minimize or remove the
effects of Force Majeure and within the shortest possible time attempt
to resume the performance of obligations affected by the event of Force
Majeure. If the consequences of such an event cannot be remedied within
ninety days from the occurrence, both Parties shall through
consultations decide whether to modify or terminate the Agreement
according to the effects of the event of Force Majeure on the
performance of this Agreement.
16. TERM OF AGREEMENT/TERMINATION
16.1 This Agreement comes into force upon signature by both parties and is
concluded for an indefinite period of time. It may be terminated at the
end of a calendar year, observing a period of written notice of six
months; however, such ordinary termination is not possible before
December 31st, 1999.
16.2 Bosch is entitled to terminate this Agreement at any time without
observing a notice period, if the requirements of Bosch for the Products
decrease substantially due to reasons beyond the control of Bosch or if
the Development Agreement is terminated prematurely.
16.3 The right to terminate this Agreement for extraordinary reasons without
complying with the period of notice as a result of a serious breach of
duty by one of the parties remains unaffected. The overrun of delivery
deadlines by more than 2 months shall be regarded as a serious breach of
duty.
16.4 Regardless of the reason for the termination of this Agreement, all
outstanding credits and liabilities resulting from previous orders
accepted prior to the date of termination shall continue to remain in
force.
17. CONFIDENTIALITY
17.1 Either party shall keep strictly confidential and secret towards third
parties the existence of this Agreement, related working results arising
from this Agreement as well as technical and commercial information
obtained from the other party under this Agreement as long and as far as
this information is not in the public domain or unless the disclosing
party waived further secrecy in writing. This obligation of
confidentiality terminates five years after expiration of this Agreement.
17.2 ISS Inc. and Nagano, to the extent they have a need to know information
arising from this Agreement as well as technical or commercial
information received from RB for the purposes set forth above, shall not
be deemed third parties provided they abide by the obligations of this
Agreement. Insofar, ISS shall be fully responsible to ensure that the
obligations of this Agreement are respected by ISS Inc. and Nagano.
8
17.3 Neither party hereto may, without the prior written consent of the other
party, disclose or publish the name of the other party or the contents
of this Agreement in any advertisement, publicity release or the like.
18. MISCELLANEOUS
18.1 All prior negotiations between the parties are merged in this Agreement.
This Agreement including all its annexes constitutes the entire
agreement between the parties with respect to the subject matter hereof,
and there are no understandings, representations or warranties of any
kind except as expressly set forth therein, notwithstanding sections 4.2
to 4.4 of the Development Agreement.
18.2 Changes and additions to this Agreement - including this Article 18 as
well as any additional agreement must be made in writing in order to
become legally effective.
18.3 If one of the provisions of this Agreement becomes invalid, this shall
not affect the contract's remaining provisions. Instead of the
provision that has become invalid, a new provision shall come into
effect which shall come as near as possible to the business aims of both
parties. The same applies with regard to agreement loopholes.
19. APPLICABLE LAW/PLACE OF JURISDICTION
This Agreement shall be governed by the substantive laws of Germany to
the exclusion of the provisions for conflict of laws and international
conventions relating to the sale of goods.
Place of jurisdiction shall be Stuttgart/Germany.
Dresden, 04.11.1996 Stuttgart, 22.10.1996
ISS-NAGANO GMBH XXXXXX XXXXX XXXX
/s/ XXXXXXX XXXXX /S/ XXXXX X. XXXXXXXX
------------------------ --------------------------
9
Nagano Keiki Seisakusho Ltd., Tokyo, Japan, and ISS Inc. read and approve
the conditions herein and are prepared to sell and deliver the sensor
subassembly and printed circuit board and, after establishment of the relevant
production lines to be accomplished not later than Dec. 31, 1997, also the
Products to Bosch at the terms and conditions as stipulated hereinabove in order
to ensure timely fulfillment of this agreement, in case ISS is prevented from
doing so.
Tokyo, 11.18.1996 San Xxxx, 11.11.1996
Nagano Keiki Seisakusho Ltd. ISS Inc., San Jose, CA., USA
/s/ SHIGERU MIYASHITO /s/ XXXXXX XXXXX
----------------------------------- ----------------------------------------
APPENDIX 1: Product Specification and Model Drawing
APPENDIX 2: Delivery Forecast
APPENDIX 3: Quality Assurance Guide for Suppliers
APPENDIX 4: Price Projection
APPENDIX 5: Loan Contract
10
CONFIDENTIAL
TREATMENT
REQUESTED
APPENDIX 1
[ ]
CONFIDENTIAL
TREATMENT
REQUESTED
APPENDIX 2
[ ]
CONFIDENTIAL
TREATMENT
REQUESTED
APPENDIX 3
BOSCH-QUALITY ASSURANCE GUIDE FOR SUPPLIERS
[BOSCH LOGO]
1. INTRODUCTION
In view of intensified international competition, quality assumes a position
of great importance.
In the manufacture of its products, Bosch increasingly makes use of items
from suppliers. The perfect condition and reliability of these items
crucially influence the quality of the products made from them.
The quality of supplied products and suppliers' quality capabilities are
therefore crucial criteria in the purchase decision reached by Bosch.
Quality necessitates a modern and effective quality assurance system. Its
essential elements are summarized in this "Bosch Quality Assurance Guide for
Suppliers". This quality assurance guide is an integral component of the
purchase contracts concluded by Xxxxxx Xxxxx XxxX with suppliers.
Important characteristics are:
- Assumption of full responsibility by suppliers for the quality of the
supplied products.
- Proof of a reasonable and effective quality assurance system.
- Consistent application of preventive quality assurance methods, e.g. in
order to intervene in a regulating manner in the production process and in
order to avoid or eliminate sources of defects at an early stage.
The supplier is obligated to deliver defect-free products. It is intended
for the "Bosch Quality Assurance Guide for Suppliers" to contribute towards
attaining this aim reliably and surely (zero defect target).
With a view to the great importance of quality, the Bosch company will inform
itself, in an atmosphere of partner-like cooperation with its suppliers,
about their quality assurance systems. During the course of the concomitant
assessment, Bosch expects suppliers to reach at least 70% in accordance with
the Bosch assessment system. The aim of this assessment is to prove that the
supplier is capable of supplying products to the necessary, homogeneous
quality.
The regulations laid down in this quality assurance guide for suppliers
fundamentally apply to all product areas. Further stipulations (e.g. in the
direction of DIN/ISO 9001 to 9003, particularly in the field of products
supplied to public clients) may become additionally necessary. These require
additional agreements.
2. TECHNICAL DOCUMENTS
The characteristics which supplied products must exhibit are defined in the
"Technical Documents". We draw attention to these in our orders and business
transactions. Technical documents in this meaning of the term are:
- Bosch drawings
- Bosch order specifications
- Bosch inspection specifications
- Other standards and stipulations
- Corresponding documents from the supplier which bear our xxxx of approval.
The supplier is included in the update service for replacements of our
technical documents. By means of suitable measures, the supplier and his
sub-contractors ensure that production is always in accordance with the
latest technical documents. No deviations from the technical documents nor
changes are permissible without prior written approval from Bosch;
replacement of technical documents by Bosch constitutes such approval. Prior
to their introduction, changes to the supplier's own designs also require
written approval by Bosch.
3. QUALITY ASSURANCE
3.1 Quality assurance system
To be able to reliably fulfill the quality requirements placed on the
products to be supplied, the supplier must apply an appropriate quality
assurance system which has been recorded in writing and covers all areas of
his plant. This also includes the stipulation that responsibilities for all
quality assurance actions must be defined. The effective realization of the
defined quality assurance measures must be monitored; this surveillance must
be independent from the actual production in terms of personnel.
3.2 Quality assurance in the development phase
If the products to be supplied are developed and designed by the supplier
himself, then he is responsible for the quality of design. Quality assurance
in the design phase includes adequate initial sample tests and lifetime tests
by the supplier, failure mode and effects analyses (FMEA) and systematic
assessment of the design quality at the end of the individual development
phases.
3.3 Quality assurance in the procurement phase
The supplier takes precautions to ensure that the products procured from his
suppliers will meet the agreed quality requirements. These include sampling
and release procedures as well as receiving inspections.
3.4 Production engineering
To be able to realize the characteristics defined in the technical documents
within the scope of a controlled production process, the following measures
are necessary, among other things:
- Planning and written definition of the necessary production and inspection
operations and of the affiliated production and gauging equipment; also the
operations required for rework if they should be necessary.
- Realization of machine and process capability analyses.
- Failure mode and effects analyses (FMEA) of production and inspection
processes if necessary.
3.5 Quality assurance during production
Suitable methods must be employed during production for the purposes of
quality control and surveillance. Among other things, these include
automatic or statistical process control (SPC), process surveillance and the
application of further statistical methods.
To guarantee that products to be supplied will fulfill the agreed quality
requirements, quality inspections will be indispensable. These are
subdivided into:
- initial sample inspection and release (see also 5.)
- inspections accompanying production
- product audits and if applicable
- reliability inspections.
The extent of inspection must be defined in accordance with the degree of the
attained process capabilities, the importance of the respective
characteristic and the possible effect of defects.
In the event of process disturbances and quality deviations, defective units
must be sorted out, the causes must be analyzed and corrective actions must
be initiated and, in addition, its effectiveness must be reviewed. This
applies also if Bosch should discover defects and should return defective
units. In this case, Bosch must be informed at short notice about the causes
of defects and the corrective actions taken.
Defective units must be specially marked to exclude the possibility of
confusion between good and bad products. Defective products which have been
reworked must then be re-inspected.
If, in exceptional cases, products not conforming to the specifications have
to be delivered, an acceptance by concession must be obtained from Bosch
beforehand. Bosch must also be informed immediately about any deviations
detected later.
3.6 Inspections records
Systematic records must be kept of the results of quality surveillance (e.g.
process capability indices), the quality inspections and the measures
intended and carried out for the purpose of eliminating defects. For the
suppliers' own developments, documents concerning initial sample tests and
lifetime tests must additionally be available.
The supplier must allow Bosch to inspect these records on demand. In special
cases, it may be agreed that specific inspection records have to be supplied
regularly along with the products.
3.7 Handling and dispatch
The production flow and methods intended for handling products must be
defined in such a manner that quality impairments and damages will be
avoided. This applies particularly to transportation, storage, packaging and
dispatch. Special Bosch packaging specifications must be observed.
Every packing unit of deliveries to Bosch must have an externally visible
product label conforming to VDA* recommendation 4902.
After any changes, the first three deliveries must additionally be marked as
follows on the affiliated delivery note: "1st (2nd, 3rd) delivery in
accordance with change date..." (see also 6.) The word "SAMPLE" must be
clearly marked on packing units and delivery notes of initial sample
shipments.
4. INSPECTION GAUGES
The supplier must be equipped with adequate inspection gauges in order that
all characteristics agreed in accordance with the technical documents can be
tested. If required, special inspection gauges may be obtained from Bosch
within the framework of a lending contract.
Reviewing the usefulness and accuracy of inspection gauges at preplanned,
regular intervals is indispensable; if necessary, these must be corrected.
5. SUBMISSION AND RELEASE OF INITIAL SAMPLES
In the following cases, initial samples must be submitted to the ordering
Bosch plant in good time before the commencement of series deliveries:
- new products
- changes to a product (amendments to the technical documents)
- when using new or relocated tools and production equipment.
These samples must have been manufactured completely using series production
facilities and under series production conditions and must have been tested
thoroughly with reference to all quality characteristics. Inspection and
test results determined by the supplier must be submitted along with the
samples in the form of initial sample inspection reports and measurement
sheets (Bosch or VDA* forms). The deliveries must be specially marked (see
3.7).
The quantity of necessary samples will be defined in each individual case
when ordering or must be agreed with us. Generally, at least 25 items will
be involved. In the case of multiple moulds and tools, samples from each
individual mould and tool must be measured and supplied separately. Bosch
will check the samples, will notify the supplier of the result of this
re-inspection and will release series production if the samples meet the
requirements.
Series deliveries must not be commenced without written release from Bosch.
The supplier must keep one released sample, as well as the test results
determined by him, until the series is discontinued or until the item
concerned is changed.
6. INFORMATION OBLIGATION
When implementing any changes for which Bosch does not stipulate a previous
initial sample inspection and approval, the supplier must complete all
necessary tests in order to ensure conformity with the technical documents.
The supplier is also obliged to inform Bosch in the following cases before
commencing series deliveries:
- If a production process, even of a subcontractor, changes (e.g. production
procedures and conditions)
- If there is a change in production location (e.g. production site or scope
of responsibility)
- In the event of changes in the sources of "critical" prefinished products
if, in the objective opinion of the supplier, important product
characteristics could be influenced detrimentally.
Bosch will decide whether these cases necessitate sample inspection followed
by release as detailed in point 5.
7. DOCUMENTARY ITEMS
In the case of documentary items (e.g. safety items), the supplier is obliged
to document the quality assurance measures and the results of quality
inspections. Besides the Bosch quality assurance guide for suppliers, the
VDA* publication, Volume 1 "Dokumentationspflichtige Teile bei
Automobilherstellern und deren Zulieferanten" (Documentary items supplied by
automobile manufacturers and their suppliers) or other special agreements
must be observed.
XXXXXX XXXXX XXXX
CONFIDENTIAL
TREATMENT
REQUESTED
APPENDIX 4
[ ]
CONFIDENTIAL
TREATMENT
REQUESTED
APPENDIX 5
XXXXXX XXXXX XXXX BOSCH
-----------------------------------------------------------------------------
CONTRACT OF LOAN
concluded between XXXXXX XXXXX XxxX, STUTTGART
(Federal Republic of Germany)
- hereinafter referred to as "Bosch"
and
- hereinafter referred to as "Manufacturer"
1. SUBJECT MATTER OF THE CONTRACT
Bosch hereby agrees to loan to the Manufacturer the equipment covered by
this Contract as listed below in detail, hereinafter called "the
Equipment". The Manufacturer shall not use the Equipment for purposes
other than the manufacture of parts and products ordered by Bosch.
The Manufacturer shall not without the prior written consent of Bosch
permit third parties to make drawings of the Equipment nor to have
possession of or access to the Equipment.
LIST OF THE EQUIPMENT
-----------------------------------------------------------------------------
Units Designation used for Part/Drawing No.
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
2. OWNERSHIP, EFFECTIVE DATE OF THE CONTRACT
2.1 If the Equipment is handed over by Bosch the parties agree as follows:
Bosch shall at its cost deliver the Equipment to the Manufacturer in good
working condition. The Equipment shall remain the property of Bosch. The
Contract becomes effective on the date of signature by both parties.
2.2 If the Equipment is manufactured by the Manufacturer the parties agree as
follows:
The Manufacturer shall manufacture the Equipment for the account of Bosch
and assign to the latter in accordance with the order No. _______________
of _______________ the full title thereto, retaining physical possession
thereof.
The Contract shall become effective as to that Equipment on the date on
which the title passes to Bosch.
3. MAINTENANCE, DAMAGES
The Manufacturer undertakes to keep the Equipment in serviceable condition
at its own cost; it shall in particular,
(i) handle the Equipment properly and expertly and in accordance with any
instructions supplied by Bosch and ensure adequate care and
maintenance thereof;
(ii) carry out at its own expense the necessary repair work expertly and
properly and without delay;
(iii) notify Bosch without delay of any damage to the Equipment.
Further Explanations
- "Notes on and Explanation of the
Bosch Quality Assurance Guide for
Suppliers" (obtainable from Bosch)
- VDA* publication, Volume 1:
"Dokumentationspflichtige Teile
bei Automobilherstellern und deren
Zulieferanten".
(Documentary items supplied by
automobile manufacturers and
their suppliers)
- VDA* recommendation 4902,
Version 2: "Warenanhanger"
(Product labels)
- Explanations written in English
can be found in the following EOQC**
Publications:
- "European Recommendations for
Quality Control of Purchased Items"
- "European Recommendations for
Documentation for Items related
to Traffic Safety and Environment Pro-
tection in the Automotive Industry".
(Based on the above VDA publica-
tion, Volume I).
* The VDA (German Professional
Organization of the Automobile
Industry) publications are written
in German.
Obtainable from:
Verband der Automobilindustrie e. V., BOSCH
Westendrasse 61,
6000 Frankfurt a. M. Xxxxxx Xxxxx XxxX
Zentralabteilung Qualitatssicherung
** EOQC publications are obtainable Postfach 30 02 20
from: D-7000 Stuttgart 30
European Organization for Quality
Control - EOQC Xxxxxx Xxxxx XxxX
X.X. Xxx 0000 Xxxxxxxxxxxxxx
XX-0000 Xxxx Xxxxxxxx 00 00 00
Xxxxxxxxxxx D-7000 Stuttgart 10
